Blueprint
SERIES 1 VARIABLE RATE DEMAND PREFERRED SHARES
(VRDP) REMARKETING PURCHASE AGREEMENT
dated as of
January 26, 2017
between
NUVEEN VIRGINIA QUALITY MUNICIPAL INCOME FUND,
as
Issuer
and
TORONTO-DOMINION INVESTMENTS, INC.
as
Purchaser
(NPV Series 1)
CONTENTS
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SECTION
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PAGE
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ARTICLE I DEFINITIONS
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1
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1.1
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Incorporation of Certain Definitions by Reference
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5
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ARTICLE II PURCHASE AND TRANSFERS, COSTS AND EXPENSES;
ADDITIONAL FEES
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5
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2.1
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Purchase and Transfer of the Series 1 VRDP Shares
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5
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2.2
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Purchase Obligation
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6
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2.3
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Operating Expenses; Fees
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6
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2.4
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Additional Fee for Failure to Comply with Reporting
Requirement
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6
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ARTICLE III CONDITIONS TO EFFECTIVE DATE
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6
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE
FUND
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7
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4.1
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Existence
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7
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4.2
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Authorization; Contravention
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7
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4.3
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Binding Effect
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8
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4.4
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Financial Information
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8
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4.5
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Litigation
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8
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4.6
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Consents
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8
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4.7
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Incorporation of Additional Representations and
Warranties
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8
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4.8
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Complete and Correct Information
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9
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4.9
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Remarketing Memorandum
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9
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4.10
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1940 Act Registration
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9
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4.11
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Effective Leverage Ratio; Asset Coverage
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9
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4.12
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Investment Policies
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9
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4.13
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Credit Quality
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9
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4.14
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Due Diligence
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10
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4.15
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Certain Fees
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10
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ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER
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10
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5.1
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Existence
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10
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5.2
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Authorization; Contravention
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10
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5.3
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Binding Effect
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10
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5.4
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Own Account
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11
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5.5
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Litigation
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11
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5.6
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Consents
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11
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5.7
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The Purchaser’s Status
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11
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5.8
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Experience of the Purchaser
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11
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5.9
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Certain Transactions
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11
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5.10
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Access to Information
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11
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5.11
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Due Diligence
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12
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5.12
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Certain Fees
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12
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ARTICLE VI COVENANTS OF THE FUND
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12
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6.1
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Information
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12
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6.2
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No Amendment or Certain Other Actions Without Consent of the
Purchaser
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14
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6.3
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Maintenance of Existence
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14
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6.4
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Tax Status of the Fund
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14
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6.5
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Payment Obligations
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15
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6.6
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Compliance With Law
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15
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6.7
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Maintenance of Approvals: Filings, Etc.
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15
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6.8
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Inspection Rights
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15
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6.9
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Litigation, Etc.
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15
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6.10
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1940 Act Registration
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16
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6.11
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Eligible Assets
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16
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6.12
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Credit Quality
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16
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6.13
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Maintenance of Effective Leverage Ratio
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16
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6.14
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Tender and Paying Agent
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17
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6.15
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Cooperation in the Sale of the Series 1 VRDP
Shares
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17
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6.16
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[Reserved]
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17
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6.17
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Securities Depository
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17
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6.18
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Future Agreements
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17
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ARTICLE VII MISCELLANEOUS
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17
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7.1
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Notices
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17
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7.2
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No Waivers
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19
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7.3
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Expenses and Indemnification
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19
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7.4
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Amendments and Waivers
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21
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7.5
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Successors and Assigns
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22
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7.6
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Term of this Agreement
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22
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7.7
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Governing Law
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22
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7.8
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Waiver of Jury Trial
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22
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7.9
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Counterparts
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22
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7.10
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Beneficiaries
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23
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7.11
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Entire Agreement
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22
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7.12
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Relationship to the Statement and Notice
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23
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7.13
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Confidentiality
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23
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7.14
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Severability
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23
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7.15
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Consent Rights of the Majority Participants to Certain
Actions
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24
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7.16
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Disclaimer of Liability of Officers, Trustees and
Shareholders.
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24
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7.17
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Transition Remarketing
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25
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SCHEDULE 1
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27
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EXHIBIT A FORMS OF OPINIONS OF COUNSEL FOR THE ISSUER
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28
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EXHIBIT A‑1
FORM OF CORPORATE AND 1940 ACT OPINION
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29
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EXHIBIT A‑2
FORM OF TAX OPINION
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30
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EXHIBIT A‑3
FORM OF LOCAL COUNSEL OPINION
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31
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EXHIBIT A‑4
FORM OF OPINION OF COUNSEL
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32
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FOR THE TENDER AND PAYING AGENT
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32
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EXHIBIT B ELIGIBLE ASSETS
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33
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EXHIBIT C TRANSFEREE CERTIFICATE
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36
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EXHIBIT D INFORMATION TO BE PROVIDED BY THE FUND
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41
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EXHIBIT E WITHHOLDING DOCUMENTS
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42
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ANNEX A ADDITIONAL REPRESENTATIONS AND WARRANTIES
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43
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SERIES 1 VARIABLE RATE DEMAND PREFERRED SHARES
(VRDP) REMARKETING PURCHASE AGREEMENT dated as of
January 26, 2017, between NUVEEN
VIRGINIA QUALITY MUNICIPAL INCOME FUND, a closed-end fund
organized as a Massachusetts business trust, as issuer (the
“Fund”), and
TORONTO-DOMINION INVESTMENTS,
INC. as the purchaser of the Series 1 VRDP Shares
hereunder (the “Purchaser”).
WHEREAS, the Fund has issued pursuant to
the Statement (as defined below) its Variable Rate Demand Preferred
Shares, as set forth on Schedule 1 hereto, which are subject
to this Agreement (the “Series 1 VRDP
Shares”);
WHEREAS, as an inducement to the
Purchaser to purchase the Series 1 VRDP Shares from TD
Securities (USA) LLC (the “Remarketing Agent”), the Fund now
desires to enter into this Agreement to set forth certain
representations, warranties, covenants and agreements regarding the
Fund and the Series 1 VRDP Shares; and
WHEREAS, as an inducement to the Fund to
facilitate the sale by the Remarketing Agent of the Series 1
VRDP Shares to the Purchaser, the Purchaser desires to enter into
this Agreement to set forth certain representations, warranties,
covenants and agreements regarding the Purchaser and the
Series 1 VRDP Shares.
NOW, THEREFORE, in consideration of the
respective agreements contained herein, the parties hereto agree as
follows:
ARTICLE I
The
following terms, as used herein, have the following
meanings:
“2017 Special Rate Period” has the
meaning set forth in the Notice.
“Additional Amount Payment” has the
meaning set forth in the Notice.
“Additional Virginia Amount
Payment” has the meaning set forth in the
Notice.
“Agent Member” has the meaning set
forth in the Notice.
“Agreement” means this
Series 1 Variable Rate Demand Preferred Shares
(VRDP) Remarketing Purchase Agreement, dated as of January 26,
2017, as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms
hereof.
“Applicable Spread” has the meaning
set forth in the Notice.
“Asset Coverage” has the meaning
set forth in the Notice.
“Below Investment Grade” means any
obligation, the highest rating for which from any of Moody’s,
S&P, Fitch and, in their absence, any other NRSRO
is:
(a)
lower than Baa3 or
its equivalent in the case of Moody’s;
(b)
lower than BBB- or
its equivalent in the case of S&P;
(c)
lower than BBB- or
its equivalent in the case of Fitch; and
(d)
if none of
Moody’s, S&P or Fitch is then rating such obligation,
lower than an equivalent long-term credit rating to those set forth
in clauses (a) – (c), in the case of any other
NRSRO.
(e)
“Board of Trustees” has the meaning
set forth in the Statement.
“Business Day” has the meaning set
forth in the Notice.
“By-Laws” has the meaning set forth
in the Notice.
“Closed-End Funds” has the meaning
set forth in Section 2.1(b).
“Code” has the meaning set forth in
the Notice.
“Common Shares” has the meaning set
forth in the Notice.
“Custodian” has the meaning set
forth in the Notice.
“Date of Original Issue” has the
meaning set forth in the Statement.
“Declaration” has the meaning set
forth in the Statement.
“Deposit Securities” has the
meaning set forth in the Statement.
“Derivative Contract” means
(a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward
bond index transactions, repurchase transactions, interest rate
options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement, including
any such obligations or liabilities under any such master
agreement.
“Designated Owner” has the meaning
set forth in the Notice.
“Dividend Payment Date” has the
meaning set forth in the Notice.
“Dividend Rate” has the meaning set
forth in the Notice.
“Dividend Reset Period” has the
meaning set forth in the Notice.
“Due Diligence Process” means the
process by which the Fund and its agents have provided to the
Purchaser and its agents certain agreements, documents and
information concerning the Fund and its affiliates, via a dedicated
website, in response to one or more requests made by the Purchaser
or its agents or otherwise.
“Effective Date” means January 26,
2017 subject to the satisfaction or waiver of the conditions
specified in Article III.
“Effective Leverage Ratio” has the
meaning set forth in the Notice.
“Electronic Means” has the meaning
set forth in the Notice.
“Eligible Assets” means the assets
listed in Exhibit B to this Agreement, as amended from time to
time with the prior written consent of the Purchaser.
“Fee Rate” means initially 0.25%
per annum, which shall be subject to increase cumulatively by 0.25%
per annum for each Week in respect of which any Reporting Failure
has occurred and is continuing.
“Fitch” means Fitch Ratings, Inc.,
a Delaware corporation, and its successors.
“Force Majeure Exception” means,
for purposes of Section 2.4, any failure or delay in the
performance of the Fund’s reporting obligations under
Section 6.1(o) or 6.1(p) arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; flood;
terrorism; wars and other military disturbances; sabotage;
epidemics; riots; loss or malfunctions of utilities, computer
(hardware or software) or communication services; accidents; acts
of civil or military authority and governmental action. The Fund
shall use commercially reasonable efforts to commence performance
of its obligations during any of the foregoing
circumstances.
“Fund” has the meaning set forth in
the preamble to this Agreement.
“Holder” has the meaning set forth
in the Notice.
The
word “including”
means “including without limitation.”
“Indemnified Persons” means the
Purchaser and its affiliates and directors, officers, partners,
employees, agents, representatives and control persons entitled to
indemnification by the Fund under Section 7.3.
“Information” has the meaning set
forth in Section 7.13.
“Investment Adviser” means Nuveen
Fund Advisors, LLC, or any successor company or
entity.
“Liquidation Preference” means,
with respect to a given number of Series 1 VRDP Shares,
$100,000 times that number.
“Majority Participants” means the
Holder(s) of more than 50% of the Outstanding Series 1 VRDP
Shares.
“Managed Assets” means the
Fund’s net assets, including assets attributable to any
principal amount of any borrowings (including the issuance of
commercial paper or notes) or preferred shares outstanding. For the
avoidance of doubt, assets attributable to borrowings includes the
portion of the Fund’s assets in a tender option bond trust of
which the Fund owns the residual interest (without regard to the
value of the residual interest to avoid double
counting).
“Market Value” has the meaning set
forth in the Statement.
“Moody’s” means Moody’s
Investors Service, Inc., a Delaware corporation, and its
successors.
“Municipal Securities” means
municipal securities as described under “The Fund’s
Investments—Municipal Securities” in the Remarketing
Memorandum.
“1940 Act” means the Investment
Company Act of 1940, as amended.
“Notice” means the Notice of
Special Rate Period (Designating a Subsequent Rate Period as a
Special Rate Period for Series 1 Variable Rate Demand
Preferred Shares), effective January 26, 2017, delivered pursuant
to the Statement.
“NRSRO” has the meaning set forth
in the Statement.
“Nuveen Persons” means the
Investment Adviser or any affiliated person of the Investment
Adviser (as defined in Section 2(a)(3) of the 1940 Act) (other
than the Fund, in the case of a redemption or purchase of
Series 1 VRDP Shares which are to be cancelled within ten
(10) days of purchase by the Fund).
“Optional Redemption Premium” has
the meaning set forth in the Notice.
The
word “or” is
used in its inclusive sense.
“Outstanding” has the meaning set
forth in the Statement.
“Person” has the meaning set forth
in the Statement.
“Preferred Shares” has the meaning
set forth in the Notice.
“Purchase Price” means, in respect
of the Series 1 VRDP Shares sold to the Purchaser,
U.S. $128,000,000.
“Purchaser” has the meaning set
forth in the preamble to this Agreement.
“QIB” means a “qualified
institutional buyer” as defined in Rule 144A under the
Securities Act.
“Rating Agency” means, at any time,
each of Fitch, Moody’s and any other NRSRO, in each case,
providing a rating for the Series 1 VRDP Shares pursuant to
the request of the Fund at such time.
“Rating Agency Guidelines” means
the guidelines provided by each Rating Agency, as they exist from
time to time, applied by such Rating Agency in connection with the
Rating Agency’s rating of the Series 1 VRDP
Shares.
“Related Documents” means this
Agreement, the Declaration, the Statement, the Notice, the
Series 1 VRDP Shares and the By-Laws.
“Remarketing Agent” has the meaning
set forth in the recitals to this Agreement.
“Remarketing Memorandum” means the
Remarketing Memorandum of the Fund relating to the remarketing of
the Series 1 VRDP Shares dated January 25, 2017, as the same
may be amended, revised or supplemented from time to
time.
“Reporting Date” has the meaning
set forth in Section 6.1(o).
“Reporting Failure” has the meaning
set forth in Section 2.4.
“S&P” means S&P Global
Ratings, a business unit of Standard & Poor’s Financial
Services LLC, and its successors.
“SEC” has the meaning set forth in
Section 6.1(a).
“Securities Act” means the
U.S. Securities Act of 1933, as amended.
“Securities Depository” means The
Depository Trust Company, New York, New York, and any substitute
for or successor to such securities depository that shall maintain
a book-entry system with respect to the Series 1 VRDP
Shares.
“Series 1 VRDP Shares” has the
meaning set forth in the recitals to this Agreement.
“Special Rate Period” has the
meaning set forth in the Statement.
“Statement” means the Statement
Establishing and Fixing the Rights and Preferences of Series 1
Variable Rate Demand Preferred Shares, effective August 29,
2013, as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms
thereof.
“Sub-Adviser” means Nuveen Asset
Management, LLC, the Fund’s sub-adviser, which is a
subsidiary of the Investment Adviser.
“Tender and Paying Agent” means The
Bank of New York Mellon or, with the prior written consent of the
Purchaser (which consent shall not be unreasonably withheld), any
successor Person, which has entered into an agreement with the Fund
to act in such capacity as the Fund’s tender agent, transfer
agent, registrar, dividend disbursing agent, paying agent,
redemption price disbursing agent and calculation agent in
connection with the payment of regularly scheduled dividends with
respect to Series 1 VRDP Shares.
“TOB Increase Event” has the
meaning set forth in Section 6.13.
“Transition Remarketing” has the
meaning set forth in the Notice.
“Voting Trust” has the meaning set
forth in Section 2.3(b).
“Week” means a period of seven
(7) consecutive calendar days.
“Withdrawing Rating Agency” has the
meaning set forth in Section 6.19.
“written” or “in writing” means any form of
written communication, including communication by means of telex,
telecopier or electronic mail.
1.1
Incorporation of Certain Definitions by Reference
Each
capitalized term used herein and not otherwise defined herein shall
have the meaning provided therefor (including by incorporation by
reference) in the Notice.
ARTICLE II
PURCHASE AND
TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEES
2.1
Purchase and Transfer of the Series 1 VRDP Shares
(a)
On the Effective Date the Purchaser will acquire
1,280 of the Series 1 VRDP Shares sold by the
Remarketing Agent to the Purchaser in a transaction (which, based
upon the representations of the Fund and the Purchaser herein, is
exempt from registration under the Securities Act), by payment of
the Purchase Price in immediately available funds to the
Remarketing Agent through the account of its agent at the
Securities Depository.
(b)
The Purchaser agrees that it may make offers and
sales of the Series 1 VRDP Shares in compliance with the
Securities Act and applicable state securities laws only to (1)(i)
Persons that it reasonably believes are QIBs that are registered
closed-end management investment companies, the common shares of
which are traded on a national securities exchange
(“Closed-End
Funds”), banks (or
affiliates of banks), insurance companies or registered open-end
management investment companies, in each case, pursuant to
Rule 144A or another available exemption from registration
under the Securities Act, in a manner not involving any public
offering within the meaning of Section 4(a)(2) of the
Securities Act, (ii) tender option bond trusts in which all
investors are Persons that the Purchaser reasonably believes are
QIBs that are Closed-End Funds, banks (or affiliates of banks),
insurance companies or registered open-end management investment
companies or (iii) other investors with the prior written
consent of the Fund and (2) unless the prior written consent
of the Fund and the Majority Participants has been obtained,
Persons that are not Nuveen Persons if such Nuveen Persons would,
after such sale and transfer, own more than 20% of the Outstanding
Series 1 VRDP Shares. Any transfer in violation of the
foregoing restrictions shall be void ab initio.
In connection with any transfer of the Series 1 VRDP Shares,
other than a transfer to the Purchaser, each transferee (including,
in the case of a tender option bond trust, the depositor or trustee
or other fiduciary thereunder acting on behalf of such transferee)
will be required to deliver to the Fund a transferee certificate
set forth as Exhibit C. For all purposes under this Agreement,
the Statement and the Notice, the Fund shall be deemed to have
notice only of any transfer for which a transferee certificate as
set forth as Exhibit C is delivered.
The
Fund and the Purchaser acknowledge and agree that the Series 1
VRDP Shares do not have the benefit of a demand feature pursuant to
any Purchase Obligation (as defined in the Statement).
2.3
Operating Expenses; Fees
(a)
The
Fund shall pay amounts due to be paid by it hereunder (including
any incidental expenses but not including redemption or dividend
payments on the Series 1 VRDP Shares) as operating
expenses.
(b)
The
Fund shall pay up to $35,000 of the fees and expenses of the
Purchaser’s outside counsel in connection with the
negotiation and documentation of the transactions contemplated by
this Agreement.
2.4
Additional Fee for Failure to Comply with Reporting
Requirement
For so
long as the Purchaser (or an affiliate thereof) is a Holder or
Designated Owner of any Outstanding Series 1 VRDP Shares, if
the Fund fails to comply with the reporting requirements set forth
in Section 6.1(o) or 6.1(p) (except as a result of a Force
Majeure Exception) and such failure is not cured on
the Business Day after written notification to the Fund by the
Purchaser of such failure (a “Reporting Failure”), the Fund
shall pay to the Purchaser on the Dividend Payment Date occurring
in the month immediately following a month in which a Reporting
Failure occurs or is continuing a fee, calculated in respect of
each Week (or portion thereof) during such month in respect of such
Reporting Failure and beginning on the date of such Reporting
Failure, equal to the product of (a) the Fee Rate, times
(b) the aggregate average daily Liquidation Preference of the
Series 1 VRDP Shares held by the Purchaser during such Week or
portion thereof, times (c) the quotient of the number of days
in such Week or portion thereof divided by the number of calendar
days in the year in which such Week or portion thereof occurs.
Notwithstanding the foregoing, in no event shall (i) the Fee
Rate in respect of the fee payable pursuant to this
Section 2.4 for any Week plus the Applicable Spread on the
Series 1 VRDP Shares for such Week exceed 5.85% (exclusive of
any Additional Amount Payments or Additional Virginia Amount
Payments), (ii) the Fee Rate in respect of the fee payable
pursuant to this Section 2.4 for any Week plus the Dividend
Rate for the Series 1 VRDP Shares for such Week exceed 15%
(exclusive of any Additional Amount Payments or Additional Virginia
Amount Payments), (iii) the Fund be required to calculate or
pay a fee in respect of more than one Reporting Failure in any Week
or (iv) any payment be made under this Section 2.4 that
would cause the Fund to violate the terms of any series of its
Outstanding Preferred Shares as a result of the Fund’s
failure to have paid any distribution then required to be paid on
any series of its outstanding Preferred Shares, provided that the Fund shall
pay all accrued and unpaid amounts otherwise payable under this
Section 2.4 when such amounts may be paid under the terms of
its outstanding Preferred Shares following the cure of any such
failure to pay distributions thereunder.
ARTICLE III
CONDITIONS TO
EFFECTIVE DATE
It
shall be a condition to the purchase of the Series 1 VRDP
Shares and the Effective Date that each of the following conditions
shall have been satisfied or waived as of such date, and upon such
satisfaction or waiver, this Agreement shall be
effective:
(a)
this
Agreement shall have been duly executed and delivered by the
parties hereto;
(b)
the
Series 1 VRDP Shares shall have a long-term issue credit
rating of AAA from Fitch and a long-term issue credit rating of Aa2
from Moody’s on the Effective Date;
(c)
receipt
by the Purchaser of executed originals, or copies certified by a
duly authorized officer of the Fund to be in full force and effect
and not otherwise amended, of all Related Documents, as in effect
on the Effective Date, and an incumbency certificate with respect
to the authorized signatories thereto;
(d)
receipt
by the Purchaser of opinions of counsel for the Fund, substantially
to the effect of Exhibits A-1, A-2 and A-3;
(e)
receipt
by the Purchaser of an opinion of counsel for the Tender and Paying
Agent substantially to the effect of Exhibit A-4;
(f)
except
as disclosed in the Remarketing Memorandum, there shall not be any
pending or threatened material litigation (unless such pending or
threatened litigation has been determined by the Purchaser to be
acceptable);
(g)
the
fees and expenses payable on the Effective Date pursuant to
Section 2.3(b) shall have been paid on the Effective Date,
subject to the prior receipt of an invoice;
(h)
the
Purchaser, in its reasonable discretion, shall be satisfied that no
change in law, rule or regulation (or their interpretation or
administration), in each case, shall have occurred which will
adversely affect the consummation of the transaction contemplated
by this Agreement;
(i)
there
shall have been delivered to the Purchaser any additional
documentation and financial information, including satisfactory
responses to its due diligence inquiries, as it deems
relevant;
(j)
there
shall have been delivered to the Purchaser such information and
copies of documents, approvals (if any) and records certified,
where appropriate, of trust proceedings as the Purchaser may have
requested relating to the Fund’s entering into and performing
this Agreement and the other Related Documents to which it is a
party, and the transactions contemplated hereby and thereby;
and
(k)
the
Purchaser shall have delivered the documents described in Exhibit
E.
The
Fund and the Purchaser agree that consummation of the purchase and
sale of the Series 1 VRDP Shares pursuant to this Agreement
shall constitute acknowledgment that the foregoing conditions have
been satisfied or waived.
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES OF THE FUND
The
representations and warranties set out in this Article IV are
given hereunder by the Fund to the Purchaser as of the Effective
Date.
The
Fund is existing and in good standing as a voluntary association
with transferable shares of beneficial interest commonly known as a
“Massachusetts business trust,” under the laws of the
Commonwealth of Massachusetts, with full right and power to issue
the Series 1 VRDP Shares and to execute, deliver and perform
its obligations under this Agreement and each other Related
Document.
4.2
Authorization; Contravention
The
execution, delivery and performance by the Fund of this Agreement
and each other Related Document are within the Fund’s powers,
have been duly authorized by all necessary action, require no
action by or in respect of, or filing with, any governmental body,
agency or official except such as have been taken or made and do
not violate or contravene, or constitute a default under, any
provision of applicable law, charter, ordinance or regulation or of
any material agreement, judgment, injunction, order or decree or
other material instrument binding upon the Fund or result in the
creation or imposition of any lien or encumbrance on any asset of
the Fund.
This
Agreement constitutes a valid and binding agreement of the Fund,
enforceable in accordance with its terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors’ rights generally and
(ii) the availability of equitable remedies may be limited by
equitable or public policy principles of general applicability, it
being understood that the enforceability of indemnification
provisions may be subject to limitations imposed under applicable
securities laws. The Series 1 VRDP Shares have been duly
authorized and are validly issued by the Fund and fully paid and
nonassessable, except that, as described in the Remarketing
Memorandum, shareholders of a Massachusetts business trust may
under certain circumstances be held liable for its obligations, and
are free of any preemptive or similar rights.
4.4
Financial Information
The
financial statements of the Fund as of its most recent fiscal
year-end, and the auditors’ report with respect thereto,
copies of which have heretofore been furnished to the Purchaser,
fairly present in all material respects the financial condition of
the Fund, at such date and for such period, and were prepared in
accordance with accounting principles generally accepted in the
United States, consistently applied (except as required or
permitted and disclosed). Since the most recent fiscal year-end of
the Fund, there has been no material adverse change in the
condition (financial or otherwise) or operations of the Fund,
except as disclosed in the Remarketing Memorandum, other than
changes in the general economy or changes affecting the market for
municipal securities or investment companies generally. Any
financial, budget and other projections furnished to the Purchaser
were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair and reasonable in light of
conditions existing at the time of delivery of such financial,
budget or other projections, and represented, and as of the date of
this representation, represent, the Fund’s reasonable best
estimate of the Fund’s future financial
performance.
Except
as disclosed in the Remarketing Memorandum or in a schedule
delivered to the Purchaser prior to the Effective Date, no action,
suit, proceeding or investigation is pending or (to the best
knowledge of the Fund) overtly threatened in writing against the
Fund in any court or before any governmental authority (i) in
any way contesting or that, if decided adversely, would affect the
validity of any Related Document, including this Agreement; or
(ii) in which a final adverse decision would materially
adversely affect provisions for or materially adversely affect the
sources for payment of the Liquidation Preference of or dividends
and other distributions on the Series 1 VRDP
Shares.
All
consents, licenses, approvals, validations and authorizations of,
and registrations, validations or declarations by or with, any
shareholder, court or any governmental agency, bureau or agency
required to be obtained or made in connection with the execution,
delivery, performance, validity or enforceability of this Agreement
and the other Related Documents (including the Series 1 VRDP
Shares) by or against the Fund have been obtained or made and are
in full force and effect.
4.7
Incorporation of Additional Representations and
Warranties
As of
the Effective Date, the Fund hereby makes to the Purchaser the
representations and warranties included in Annex A hereto,
which representations and warranties are hereby incorporated by
reference herein.
4.8
Complete and Correct Information
All
information, reports and other papers and data with respect to the
Fund furnished to the Purchaser (other than financial information
and financial statements, which are covered solely by
Section 4.4 of this Agreement) were, at the time the same were
so furnished, complete and correct in all material respects. No
fact is known to the Fund that materially and adversely affects or
in the future may (so far as it can reasonably foresee) materially
and adversely affect the Series 1 VRDP Shares, or the
Fund’s ability to pay or otherwise perform when due its
obligations under this Agreement, any of the Series 1 VRDP
Shares and the other Related Documents, that has not been set forth
in the Remarketing Memorandum or in the financial information and
other documents referred to in Section 4.4 or this
Section 4.8 or in such information, reports, papers and data
or otherwise made available or disclosed in writing to the
Purchaser. Taken as a whole, the documents furnished and statements
made by the Fund in connection with the negotiation, preparation or
execution of this Agreement and the other Related Documents do not
contain untrue statements of material facts or omit to state
material facts necessary to make the statements contained therein,
in light of the circumstances under which they were made, not
misleading.
4.9
Remarketing Memorandum
The
Remarketing Memorandum, true copies of which have heretofore been
delivered to the Purchaser, when considered together with this
Agreement and the other information made available or disclosed in
writing to the Purchaser prior to the Effective Date in connection
with this Agreement, does not contain any untrue statement of a
material fact and such Remarketing Memorandum does not omit to
state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.
4.10
1940 Act Registration
The
Fund is duly registered as a closed-end management investment
company under the 1940 Act and such registration is in full force
and effect.
4.11
Effective Leverage Ratio; Asset Coverage
As of
the Effective Date, the Fund is in compliance with the Effective
Leverage Ratio and the Asset Coverage as required by
Section 2.3 of the Notice.
In
connection with calculating the Effective Leverage Ratio, the
Fund’s total assets and accrued liabilities reflect the
positive or negative net obligations of the Fund under each
Derivative Contract determined in accordance with the Fund’s
valuation policies.
As of
the Effective Date, the Fund owns only Eligible
Assets.
As of
the Effective Date, the Fund has not invested more than 20% of its
Managed Assets in Municipal Securities that at the time of
investment were rated Below Investment Grade or were unrated by any
NRSRO but judged to be of comparable quality by the Investment
Adviser, provided that the Fund has no investments in any
securities that are not Municipal Securities that, at the time of
investment, were rated Below Investment Grade or were unrated by
any NRSRO but judged to be of comparable quality by the Investment
Adviser.
The
Fund understands that nothing in this Agreement, the Remarketing
Memorandum, or any other materials presented to the Fund in
connection with the purchase and sale of the Series 1 VRDP
Shares constitutes legal, tax or investment advice from the
Purchaser. The Fund has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its sale of the Series 1 VRDP
Shares.
The
Fund acknowledges that, other than the fees and expenses payable
pursuant to this Agreement and any fees or amounts payable to the
Remarketing Agent and, if applicable, the Transition Remarketing
Agent by the Fund, no brokerage or finder’s fees or
commissions are or will be payable by the Fund or, to the
Fund’s knowledge, by the Purchaser to any broker, financial
advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated
by this Agreement.
ARTICLE V
REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER
The
representations and warranties set out in this Article V are
given hereunder by the Purchaser to the Fund as of the Effective
Date.
The
Purchaser is existing and in good standing as a corporation under
the laws of the State of Delaware. The Purchaser has all requisite
power and authority to execute and deliver, and to perform its
obligations under, this Agreement.
5.2
Authorization; Contravention
The
execution, delivery and performance by the Purchaser of this
Agreement are within the Purchaser’s powers, have been duly
authorized by all necessary action, require no action by or in
respect of, or filing with, any governmental body, agency or
official except such as have been taken or made, and do not violate
or contravene, or constitute a default under, any provision of
applicable law, charter, ordinance or regulation or of any
agreement, judgment, injunction, order, decree or other instrument,
binding upon the Purchaser, except for such violations,
contraventions or defaults that would not have a material adverse
effect on the Purchaser’s ability to perform its obligations
under this Agreement.
This
Agreement constitutes a valid and binding agreement of the
Purchaser, enforceable in accordance with its terms except as
(i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors’ rights
generally and (ii) the availability of equitable remedies may
be limited by equitable principles of general applicability, it
being understood that the enforceability of indemnification
provisions, if any, may be subject to limitations imposed under
applicable securities laws.
The
Purchaser understands that the Series 1 VRDP Shares are
“restricted securities” and have not been registered
under the Securities Act or any applicable state securities laws
and the Purchaser is acquiring the Series 1 VRDP Shares as
principal for its own account and not with a view to or for the
purpose of distributing or reselling such securities or any part
thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of
such Series 1 VRDP Shares in violation of the Securities Act
or any applicable state securities law and has no direct or
indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Series 1 VRDP
Shares in violation of the Securities Act or any applicable state
securities law (this representation and warranty not limiting the
Purchaser’s right to transfer the Series 1 VRDP Shares
in compliance with the transfer limitations of this Agreement in
compliance with applicable federal and state securities
laws).
Except
as disclosed in a schedule delivered to the Fund prior to the
Effective Date, no action, suit, proceeding or investigation is
pending or (to the best knowledge of the Purchaser) overtly
threatened in writing against the Purchaser in any court or before
any governmental authority in any way contesting or that, if
decided adversely, would affect the validity of this
Agreement.
All
consents, licenses, approvals, validations and authorizations of,
and registrations, validations or declarations by or with, any
court or any regulatory, supervisory or governmental agency or
bureau required to be obtained by the Purchaser in connection with
(i) the performance by the Purchaser of, or the execution and
delivery by, or the validity or enforceability against, the
Purchaser of, this Agreement and (ii) the purchase by the Purchaser
of the Series 1 VRDP Shares have been obtained or made and are
in full force and effect.
5.7
The Purchaser’s Status
At the
time the Purchaser was offered the Series 1 VRDP Shares, it
was, and as of the Effective Date it is: (i) an
“accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the
Securities Act and (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities
Act.
5.8
Experience of the Purchaser
The
Purchaser has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the
Series 1 VRDP Shares, and has so evaluated the merits and
risks of such investment. The Purchaser is able to bear the
economic risk of an investment in the Series 1 VRDP Shares
and, at the present time, is able to afford a complete loss of such
investment.
Other
than consummating the transactions contemplated by this Agreement,
the Purchaser has not directly or indirectly executed, nor has any
Person acting on its behalf or pursuant to any understanding with
the Purchaser executed, any other purchases of securities of the
Fund which may be integrated with the transactions contemplated by
this Agreement.
5.10
Access to Information
The
Purchaser acknowledges that it has had access to and has reviewed
all information, documents and records that the Purchaser has
deemed necessary in order to make an informed investment decision
with respect to an investment in the Series 1 VRDP Shares. The
Purchaser has had the opportunity to ask representatives of the
Fund certain questions and request certain additional information
regarding the terms and conditions of such investment and the
finances, operations, business and prospects of the Fund and has
had any and all such questions and requests answered to the
Purchaser’s satisfaction; and the Purchaser understands the
risks and other considerations relating to such
investment.
The
Purchaser acknowledges that it has sole responsibility for its own
due diligence investigation and its own investment decision
relating to the Series 1 VRDP Shares. The Purchaser
understands that nothing in this Agreement, the Remarketing
Memorandum, or any other materials presented to the Purchaser in
connection with the purchase and sale of the Series 1 VRDP
Shares constitutes legal, tax or investment advice from the Fund.
The Purchaser has consulted such legal, tax and investment advisors
as it, in its sole discretion, has deemed necessary or appropriate
in connection with its purchase of the Series 1 VRDP
Shares.
The
Purchaser acknowledges that, other than the fees and expenses
payable pursuant to this Agreement and any fees or amounts payable
to the Remarketing Agent and, if applicable, the Transition
Remarketing Agent by the Fund, no brokerage or finder’s fees
or commissions are or will be payable by the Purchaser or, to the
Purchaser’s knowledge, by the Fund to any broker, financial
advisor or consultant, finder, placement agent, investment banker,
bank or other Person with respect to the transactions contemplated
by this Agreement.
ARTICLE VI
COVENANTS OF THE
FUND
The
Fund agrees that, so long as there is any amount payable hereunder
or the Purchaser owns any Outstanding Series 1 VRDP
Shares:
Without
limiting the other provisions of this Agreement, the Fund will
deliver, or direct the Tender and Paying Agent to deliver, to the
Purchaser:
(a)
as promptly as practicable after the preparation
and filing thereof with the Securities and Exchange Commission (the
“SEC”), each annual and semi-annual report
prepared with respect to the Fund, which delivery may be made by
the electronic availability of any such document on the SEC’s
website or another public website;
(b)
notice
of any change in (including being put on Credit Watch or
Watchlist), or suspension or termination of, the ratings on the
Series 1 VRDP Shares by any Rating Agency (and any
corresponding change in the Rating Agency Guidelines applicable to
the Series 1 VRDP Shares associated with any such change in
the rating from any Rating Agency) or any change of a Rating Agency
rating the Series 1 VRDP Shares, as promptly as practicable
upon the occurrence thereof;
(c)
notice
of any redemption or other repurchase of any or all of the
Series 1 VRDP Shares as provided in the Notice;
(d)
notice
of any proposed amendments to or waivers of any of the Related
Documents at such time as the amendments or waivers are sent to
other parties whose approval is required for such amendment or
waiver and in any event not less than ten (10) Business Days
prior to the effectiveness of any proposed amendment or waiver and
copies of all such actual amendments or waivers within
five (5) Business Days of being signed or, in each case,
as provided in the relevant document;
(e)
notice
of any missed, reduced or deferred dividend payment on the
Series 1 VRDP Shares that remains uncured for more than three
(3) Business Days as soon as reasonably practicable, but in no
event later than one (1) Business Day after expiration of the
foregoing grace period;
(f)
notice
of the failure to make any deposit provided for under and in
accordance with Section 2.4(d) of the Notice in respect of a
properly noticed redemption as soon as reasonably practicable, but
in no event later than two (2) Business Days after
discovery of such failure to make any such deposit;
(g)
notice
of non-compliance with the Rating Agency Guidelines (if applicable)
for more than five (5) Business Days as soon as
reasonably practicable, but in no event later than
one (1) Business Day after expiration of the foregoing
grace period;
(h)
notice
of the inclusion of any net capital gains or ordinary income
taxable for regular federal income tax purposes in any dividend on
the Series 1 VRDP Shares when such notice is required to be
delivered to the Tender and Paying Agent in accordance with
Section 2.9 of the Notice;
(i)
notice
of any change to any investment adviser or sub-adviser of the Fund
within two (2) Business Days after a resignation or a notice
of removal has been sent by or to any investment adviser or
sub-adviser;
(j)
notice
of any proxy solicitation as soon as reasonably practicable, but in
no event later than five (5) Business Days after the
mailing thereof;
(k)
notice one (1) Business Day after the
occurrence thereof of (i) the failure of the Fund to pay the
amount due on any “senior securities” (as defined under
the 1940 Act) or other indebtedness not constituting a senior
security at the time outstanding beyond any period of grace or cure
with respect thereto; (ii) the failure of the Fund to pay, or
the Fund admitting in writing its inability to pay, its debts
generally as they become due; or (iii) the failure of the Fund
to pay accumulated dividends on any Preferred Shares ranking
pari passu
with the Series 1 VRDP Shares
beyond any period of grace or cure with respect
thereto;
(l)
notice
of a material breach of any representation, warranty or covenant of
the Fund contained in this Agreement, including any breach by the
Fund of the restrictions in Section 6.13 on the Fund’s use of
tender option bond trusts, the Statement or the Notice, as soon as
reasonably practicable, but in no event later than
five (5) days, after knowledge of senior management of
the Fund or the Investment Adviser thereof;
(m)
notice
of any litigation, administrative proceeding or business
development which may reasonably be expected to materially
adversely affect the Fund’s business, properties or affairs
or the ability of the Fund to perform its obligations as set forth
hereunder or under any of the other Related Documents to which it
is a party or by which it is bound as soon as reasonably
practicable, but in no event later than ten (10) days, after
knowledge of senior management of the Fund or the Investment
Adviser thereof;
(n)
upon
request of the Purchaser, copies of any material that the Fund has
delivered to each Rating Agency which is then rating the
Series 1 VRDP Shares at such times and containing such
information as set forth in the respective Rating Agency Guidelines
as soon as reasonably practicable following receipt of such
request;
(o)
by the third Business Day after the fifteenth
(15th) and last day of each month (each a
“Reporting
Date”), a report of
portfolio holdings of the Fund as of each such Reporting Date,
prepared on a basis substantially consistent with the periodic
reports of portfolio holdings of the Fund prepared for financial
reporting purposes;
(p)
by
the third Business Day after the fifteenth (15th) and last day of
each month, the information set forth in Exhibit D to this
Agreement and a calculation of the Effective Leverage Ratio and the
Asset Coverage of the Fund as of the close of business of each
Business Day since the date of the last report issued pursuant to
this Section 6.1(p); and upon the failure of the Fund to
maintain Asset Coverage as provided in Section 2.3(a) of the
Notice or the Effective Leverage Ratio as required by
Section 2.3(c) of the Notice and Section 6.13 hereof, notice
of such failure within one (1) Business Day of the occurrence
thereof;
(q)
notice
of the Fund’s failure to declare a dividend on the Series 1
VRDP Shares on any day no later than 11:00 a.m. (New York City
time) on the Business Day after the occurrence of such failure;
and
(r)
from
time to time such additional information regarding the financial
position, results of operations or prospects of the Fund as the
Purchaser may reasonably request including, without limitation,
copies of all offering memoranda or other offering material with
respect to the sale of any securities of the Fund as soon as
reasonably practicable, but in no event later than ten
(10) days after a request.
All
information, reports and other papers, documentation and data with
respect to the Fund furnished to the Purchaser pursuant to this
Section 6.1 shall be, at the time the same are so furnished,
complete and correct in all material respects and, when considered
with all other material delivered to the Purchaser under this
Agreement or made available pursuant to the Due Diligence Process,
will not contain untrue statements of material facts or omit to
state material facts necessary to make the statements contained
therein, in light of the circumstances under which they were made,
not misleading. For purposes of Sections 6.1(o) and 6.1(p),
references to any day that is not a Business Day shall mean the
next preceding Business Day.
6.2
No Amendment or Certain Other Actions Without Consent of the
Purchaser
So long
as the Purchaser (or any affiliate thereof) is the Holder or
Designated Owner of 100% of the Series 1 VRDP Shares, without
the prior written consent of the Purchaser, the Fund will not agree
to, consent to or permit any amendment, supplement, modification or
repeal of the Statement to the extent applicable to the Special
Rate Period to which this Agreement relates or the Notice or any
provision of either thereof, nor waive any provision of either
thereof.
6.3
Maintenance of Existence
The
Fund shall continue to maintain its existence as a business trust
under the laws of the Commonwealth of Massachusetts, with full
right and power to issue the Series 1 VRDP Shares and to
execute, deliver and perform its obligations under this Agreement
and each other Related Document.
6.4
Tax Status of the Fund
The
Fund will qualify as a “regulated investment company”
within the meaning of Section 851(a) of the Code and the
dividends made with respect to the Series 1 VRDP Shares will
qualify as “exempt interest dividends” to the extent
they are reported as such by the Fund and permitted by
Section 852(b)(5)(A) of the Code.
The
Fund shall promptly pay or cause to be paid all amounts payable by
it hereunder and under the other Related Documents, according to
the terms hereof and thereof, shall take such actions as may be
necessary to include all payments hereunder and thereunder which
are subject to appropriation in its budget and make full
appropriations related thereto, and shall duly perform each of its
obligations under this Agreement and the other Related Documents.
All payments of any sums due hereunder shall be made in the amounts
required hereunder without any reduction or setoff, notwithstanding
the availability of any right of recoupment or setoff or of any
counterclaim by the Fund, each of which is hereby
waived.
The
Fund shall comply with all laws, ordinances, orders, rules and
regulations that may be applicable to it if the failure to comply
could have a material adverse effect on the Fund’s ability to
pay or otherwise perform when due its obligations under this
Agreement, any of the Series 1 VRDP Shares, or any of the
other Related Documents.
6.7
Maintenance of
Approvals: Filings,
Etc.
The
Fund shall at all times maintain in effect, renew and comply with
all the terms and conditions of all consents, filings, licenses,
approvals and authorizations as may be necessary under any
applicable law or regulation for its execution, delivery and
performance of this Agreement and the other Related Documents to
which it is a party or by which it is bound.
The
Fund shall, at any reasonable time and from time to time, upon
reasonable notice, permit the Purchaser or any agents or
representatives thereof, at the Fund’s expense, to examine
and make copies of the records and books of account related to the
transactions contemplated by this Agreement, to visit its
properties and to discuss its affairs, finances and accounts with
any of its officers and independent accountants, to the extent
permitted by law, provided, however, that the Fund shall
not be required to pay for more than one inspection per fiscal
year. The Fund will not unreasonably withhold its authorization for
its independent accountants to discuss its affairs, finances and
accounts with the Purchaser.
All
information, reports and other papers, documentation and data with
respect to the Fund furnished to the Purchaser pursuant to this
Section 6.8 shall be, at the time the same are so furnished,
complete and correct in all material respects and, when considered
with all other material delivered to the Purchaser under this
Agreement or made available pursuant to the Due Diligence Process,
will not contain untrue statements of material facts or omit to
state material facts necessary to make the statements contained
therein, in light of the circumstances under which they were made,
not misleading.
The
Fund shall give prompt notice in writing to the Purchaser of any
litigation, administrative proceeding or business development which
is reasonably expected to materially adversely affect its business,
properties or affairs or to impair the ability of the Fund to
perform its obligations as set forth hereunder or under any of the
other Related Documents.
All
information, reports and other papers, documentation and data with
respect to the Fund furnished to the Purchaser pursuant to this
Section 6.9 shall be, at the time the same are so furnished,
complete and correct in all material respects and, when considered
with all other material delivered to the Purchaser under this
Agreement or made available pursuant to the Due Diligence Process,
will not contain untrue statements of material facts or omit to
state material facts necessary to make the statements contained
therein, in light of the circumstances under which they were made,
not misleading.
6.10
1940 Act Registration
The
Fund shall maintain its valid registration as a registered
closed-end company under the 1940 Act in full force and
effect.
The
Fund shall make investments only in the Eligible Assets, in
accordance with the Fund’s investment objectives and the
investment policies set forth in the Remarketing Memorandum, as
such investment objectives and investment policies may be modified
in accordance with the 1940 Act and applicable law and, if
applicable, the Related Documents.
Unless
the Fund receives the prior written consent of the Liquidity
Provider (such consent to be determined in the Liquidity
Provider’s good faith discretion), the Fund will not invest
more than 20% of its Managed Assets in Municipal Securities that,
at the time of investment, are rated Below Investment Grade or are
unrated by any NRSRO but judged to be of comparable quality by the
Investment Adviser, provided that the Fund will not invest in any
securities that are not Municipal Securities that, at the time of
investment, are rated Below Investment Grade or are unrated by any
NRSRO but judged to be of comparable quality by the Investment
Adviser.
6.13
Maintenance of Effective Leverage Ratio
For so
long as the Fund fails to provide the information required under
Sections 6.1(o) and 6.1(p), the Purchaser may, in its sole
discretion, calculate, for purposes of Section 2.3(c) of the
Notice, the Effective Leverage Ratio using the most recently
received information required to be delivered pursuant to
Sections 6.1(o) and 6.1(p) and the Market Values of securities
determined by the third-party pricing service that provided such
Market Values to the Fund on the most recent date that information
was properly provided by the Fund pursuant to the requirements of
Section 6.1(o) and 6.1(p) and any information made publicly
available by the Fund relevant to the calculation of the Effective
Leverage Ratio. The Effective Leverage Ratio as and if so
calculated by the Purchaser in such instances shall be binding on
the Fund. If required based on such calculations, the Fund shall
restore the Effective Leverage Ratio as provided in
Section 2.4(b)(ii) of the Notice.
In
connection with calculating the Effective Leverage Ratio, the
Fund’s total assets and accrued liabilities shall reflect the
positive or negative net obligations of the Fund under each
Derivative Contract determined in accordance with the Fund’s
valuation policies.
Except
as provided below, unless the Fund receives the prior written
consent of the Purchaser, the Fund shall not (x) deposit assets of
the Fund into a new tender option bond trust or deposit additional
assets of the Fund into an existing tender option bond trust, in
each case providing for the issuance of floating rate trust
certificates and regardless of (i) whether the sponsor/trustor for
the tender option bond trust is the Fund or any affiliate thereof
or any unaffiliated entity, (ii) the identity of the holder of the
associated residual floating rate trust certificates issued by any
such tender option bond trust or (iii) whether such deposit is
effected indirectly through the use of a custodial arrangement
pursuant to which the Fund’s assets are represented by
custodial receipts deposited into such tender option bond trust or
(y) acquire residual floating rate trust certificates issued by any
tender option bond trust (each of clauses (x) and (y), a
“TOB Increase
Event”), if, after giving effect to any such deposit
and the issuance of the floating rate trust certificates and
associated residual floating rate trust certificates by such tender
option bond trust or any such acquisition of residual floating rate
trust certificates, the Effective Leverage Ratio of the Fund would
exceed 42% as of the date of issuance of such trust certificates or
the date of acquisition of such residual floating rate trust
certificates, provided that, the Fund may
consummate a TOB Increase Event without the prior written consent
of the Purchaser notwithstanding that after giving effect to the
deposit of assets and the issuance of floating rate trust
certificates and associated residual floating rate trust
certificates or the acquisition of residual floating rate trust
certificates, in each case, in connection with such TOB Increase
Event, the Effective Leverage Ratio of the Fund would exceed 42%
(so long as it would not exceed 45% ), if, as of the close of
business on the third Business Day after the trade date for the TOB
Increase Event, the numerator of the Effective Leverage Ratio of
the Fund is equal to or less than the numerator of the Effective
Leverage Ratio of the Fund as of the close of business on the
Business Day immediately preceding the trade date for the TOB
Increase Event. For the avoidance of doubt, the numerator of the
Effective Leverage Ratio is paragraph (A) of the definition of
Effective Leverage Ratio.
6.14
Tender and Paying Agent
The
Fund shall use its commercially reasonable best efforts to engage
at all times a Tender and Paying Agent to perform the duties to be
performed by the Tender and Paying Agent specified herein and in
the Notice.
6.15
Cooperation in the Sale of the Series 1 VRDP
Shares
The
Fund will comply with reasonable due diligence requests from the
Purchaser in connection with any proposed sale by the Purchaser of
the Series 1 VRDP Shares in a transaction exempt from
registration under the Securities Act and otherwise permitted by
this Agreement, provided that (i) the Fund
need not comply with any such request more than twice in any period
of twelve consecutive months, and (ii) any prospective
purchaser of the Series 1 VRDP Shares from the Purchaser
(including an affiliate of the Purchaser) shall execute a
confidentiality agreement substantially to the effect of
Section 7.13 hereof prior to receiving any due diligence
materials provided pursuant to such due diligence
request.
All
information, reports and other papers, documentation and data with
respect to the Fund furnished to the Purchaser pursuant to this
Section 6.15 shall be, at the time the same are so furnished,
complete and correct in all material respects and, when considered
with all other material delivered to the Purchaser under this
Agreement or made available pursuant to the Due Diligence Process,
will not contain untrue statements of material facts or omit to
state material facts necessary to make the statements contained
therein, in light of the circumstances under which they were made,
not misleading.
6.17
Securities Depository
The
Fund agrees to use its best efforts to maintain settlement of the
Series 1 VRDP Shares in global book entry form through the
Securities Depository or such other clearance system acceptable to
the Purchaser.
The
Fund shall promptly, at the request of the Purchaser, enter into an
agreement, on terms mutually satisfactory to the Fund and the
Purchaser, of the type specified in Section 12(d)(1)(E)(iii)
of the 1940 Act, so as to permit the Purchaser or any transferee
satisfying the requirements set forth in Section 2.1 to rely
on the provisions of Section 12(d)(1)(E)(iii) of the 1940
Act.
ARTICLE VII
MISCELLANEOUS
All
notices, requests and other communications to any party hereunder
shall be in writing (including telecopy, electronic mail or similar
writing), except in the case of notices and other communications
permitted to be given by telephone, and shall be given to such
party at its address or telecopy number or email address set forth
below or such other address or telecopy number or email address as
such party may hereafter specify for the purpose by notice to the
other parties. Each such notice, request or other communication
shall be effective when delivered at the address specified in this
Section; provided
that notices to the Purchaser under Section 6.1 shall not be
effective until received in writing; except as otherwise specified,
notices under Section 6.1 may be given by telephone to the
Purchaser at the telephone numbers listed below (or such other
telephone numbers as may be designated by the Purchaser, by written
notice to the Fund, to receive such notice), immediately confirmed
in writing, including by fax or electronic mail. The notice address
for each party is specified below:
Nuveen
Virginia Quality Municipal Income Fund
333 W.
Wacker Drive; Suite 3200
Chicago, IL
60606
Attention:
Nathaniel Jones, Vice President and Treasurer
Telephone:
312.917.9778
Facsimile:
312.917.7792
Email:
nathan.jones@nuveen.com
Nuveen
Virginia Quality Municipal Income Fund
333 W.
Wacker Drive; Suite 3300
Chicago, IL
60606
Attention: Gifford
R. Zimmerman, Legal Department
Telephone:
(312) 917-7945
Facsimile:
(312) 917- 7952
Email:
giff.zimmerman@nuveen.com
Toronto-Dominion
Investments, Inc.
31 West
52nd Street
New
York, New York 10019
Attention: Paul
Beltrame, Managing Director, Credit Management
Tel:
(212) 827-7709
Fax:
(212) 827-7244
Email: fundreporting@tdsecurities.com, muniops@tdsecurities.com and TDSFinance-NewYork@tdsecurities.com
Amounts
payable hereunder to the Fund shall be paid by the Purchaser in
immediately available funds by wire transfer to the Fund in
accordance with the following instructions:
Wire
Instructions:
|
Currency
Code:
|
[***]
|
|
Receiving
Bank Name:
|
[***]
|
|
Receiving
Bank BIC Code:
|
[***]
|
|
Beneficiary
Account Number:
|
[***]
|
|
Beneficiary
Account Name:
|
[***]
|
Amounts
payable hereunder to the Purchaser shall be paid by the Fund in
immediately available funds by wire transfer to the Purchaser in
accordance with the following instructions:
Wire
Instructions:
[***]
(a)
The
obligations of the Fund hereunder shall not in any way be modified
or limited by reference to any other document, instrument or
agreement (including, without limitation, the Series 1 VRDP
Shares or any other Related Document). The rights of the Purchaser
hereunder are separate from and in addition to any rights that any
Holder or Designated Owner of any Series 1 VRDP Share may have
under the terms of such Series 1 VRDP Share or any other
Related Document or otherwise.
(b)
No
failure or delay by the Fund or the Purchaser in exercising any
right, power or privilege hereunder or under the Series 1 VRDP
Shares shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. No
failure or delay by the Fund or the Purchaser in exercising any
right, power or privilege under or in respect of the Series 1
VRDP Shares or any other Related Document shall affect the rights,
powers or privileges of the Fund or the Purchaser hereunder or
shall operate as a limitation or waiver thereof. The rights and
remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.
7.3
Expenses and Indemnification
(a)
The
Fund shall upon demand either, as the Purchaser may require, pay in
the first instance or reimburse the Purchaser (to the extent that
payments for the following items are not made under the other
provisions hereof) for all reasonable out-of-pocket expenses
(including reasonable fees and costs of outside counsel, and
reasonable consulting, accounting, appraisal, investment banking,
and similar professional fees and charges) incurred by the
Purchaser in connection with the enforcement of or preservation of
rights under this Agreement and the other Related Documents. The
Fund shall not be responsible under this Section 7.3(a) for
the fees and costs of more than one law firm in any one
jurisdiction with respect to any one proceeding or set of related
proceedings for the Purchaser, unless the Purchaser shall have
reasonably concluded that there are legal defenses available to it
that are different from or additional to those available to the
Fund.
(b)
The
Fund agrees to indemnify and hold harmless the Purchaser and each
other Indemnified Person of the Purchaser from and against any
losses, claims, damages, liabilities and expenses incurred by them
(including reasonable fees and disbursements of outside counsel)
which (i) are related to or arise out of (A) any untrue statements
or alleged untrue statements made or any statements omitted or
alleged to have been omitted to be made in the Remarketing
Memorandum (including any documents incorporated by reference
therein), (B) actions taken or omitted to be taken by the Fund in
connection with the transactions contemplated by this Agreement and
the Notice, (C) actions taken or omitted to be taken by the
Purchaser or another Indemnified Person of the Purchaser at the
indemnifying party’s direction or with the indemnifying
party’s consent or (ii) are otherwise related to or arise out
of or in connection with, the proposed transactions giving rise to
or contemplated by this Agreement (including, without limitation,
pursuant to the other Related Documents), including modifications
or future additions to this Agreement and the other Related
Documents, or other related activities, including the acquisition
by the Purchaser of Series 1 VRDP Shares that are subject to prior
liens, security interests or claims of any Person other than the
Purchaser, except for consensual liens or other security interests
as may be created by the Purchaser (and the Purchaser agrees that
the rights of the Fund shall be subrogated to the rights of the
Purchaser in respect of any payments made in respect of any such
prior liens, security interests or claims to the extent of any
indemnification payments made by the Fund), and to promptly
reimburse the Liquidity Provider or any other Indemnified Person of
the Purchaser for all expenses (including reasonable fees and
disbursements of outside counsel) as incurred by such Indemnified
Person in connection with investigating, preparing or defending any
such action or claim, whether or not in connection with pending or
threatened litigation in which any such Indemnified Person is a
party. The indemnifying party will not, however, be responsible for
any losses, claims, damages, liabilities or expenses of any such
Indemnified Person to the extent the same resulted pursuant to
clause (ii) of the preceding sentence to the extent the same
resulted from the gross negligence, bad faith or willful misconduct
of such Indemnified, as determined in a non-appealable final
judgment by a court of competent jurisdiction.
(c)
The indemnifying party also agrees that if any
indemnification sought by an Indemnified Person pursuant to this
Agreement is unavailable or insufficient, for any reason, to hold
harmless the Indemnified Persons in respect of any losses, claims,
damages or liabilities (or actions in respect thereof), then the
indemnifying party, in order to provide for just and equitable
contribution, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims,
liabilities, damages and expenses (or actions in respect thereof)
in such proportion as is appropriate to reflect (i) the
relative benefits received by the Fund on the one hand and the
Purchaser on the other hand from the actual or proposed
transactions giving rise to or contemplated by this Agreement or
(ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the Fund on the
one hand and the Purchaser on the other, in connection with the
statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages, liabilities or expenses
(or actions in respect thereof), as well as any other relevant
equitable considerations; provided
that in any event the aggregate
contribution of the Purchaser and its Indemnified Persons to all
losses, claims, damages, liabilities and expenses with respect to
which contributions are available hereunder will not exceed the
amount of dividends actually received by the Purchaser from the
Fund pursuant to the proposed transactions giving rise to this
Agreement. For purposes of determining the relative benefits to the
Fund on the one hand, and the Purchaser on the other, under the
proposed transactions giving rise to or contemplated by this
Agreement, such benefits shall be deemed to be in the same
proportion as (i) the total value received or proposed to be
received by the Fund pursuant to the transactions, whether or not
consummated bears to (ii) the dividends and Optional
Redemption Premium, if any, paid by the Fund to the Purchaser in
connection with the proposed transactions giving rise to or
contemplated by this Agreement. The relative fault of the parties
shall be determined by reference to, among other things, whether
the actions taken or omitted to be taken in connection with the
proposed transactions contemplated by this Agreement (including any
misstatement of a material fact or the omission to state a material
fact) relates to information supplied by the Fund on the one hand,
or the Purchaser on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or
prevent such action, misstatement or alleged omission, and any
other equitable considerations appropriate in the circumstances. No
Person found liable for a fraudulent misrepresentation shall be
entitled to contribution from any Person who is not also found
liable for such fraudulent misrepresentation. The indemnity,
reimbursement and contribution obligations under this Agreement
shall be in addition to any rights that any Indemnified Person may
have at common law or otherwise.
(d)
If any action, suit, proceeding or investigation
is commenced, as to which an Indemnified Person proposes to demand
indemnification, it shall notify the indemnifying party with
reasonable promptness; provided,
however,
that any failure by such Indemnified Person to notify the
indemnifying party shall not relieve the indemnifying party from
its obligations hereunder (except to the extent that the
indemnifying party is materially prejudiced by such failure to
promptly notify). The indemnifying party shall be entitled to
assume the defense of any such action, suit, proceeding or
investigation, including the employment of counsel reasonably
satisfactory to the Indemnified Person. The Indemnified Person
shall have the right to counsel of its own choice to represent it,
but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the indemnifying party
has failed promptly to assume the defense and employ counsel
reasonably satisfactory to the Indemnified Person in accordance
with the preceding sentence or (ii) the Indemnified Person
shall have been advised by counsel that there exist actual or
potential conflicting interests between the indemnifying party and
such Indemnified Person, including situations in which one or more
legal defenses may be available to such Indemnified Person that are
different from or additional to those available to the indemnifying
party; provided,
however,
that the indemnifying party shall not, in connection with any one
such action or proceeding or separate but substantially similar
actions or proceedings arising out of the same general allegations
be liable for fees and expenses of more than one separate firm of
attorneys at any time for all Indemnified Persons of such other
party; and such counsel shall, to the extent consistent with its
professional responsibilities, cooperate with the indemnifying
party and any counsel designated by the indemnifying
party.
Each
party further agrees that it will not, without the prior written
consent of the other party (the consent of a party shall not be
required to the extent such party is neither requesting
indemnification nor being requested to provide indemnification),
settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect
of which indemnification may be sought hereunder (whether or not
any Indemnified Person is an actual or potential party to such
claim, action, suit or proceeding) unless such settlement,
compromise or consent includes an unconditional release of the Fund
(if such settlement, compromise or consent is agreed to by the
Purchaser or another Indemnified Person) or the Purchaser and each
other Indemnified Person (if such settlement, compromise or consent
is agreed to by the Fund) from all liability and obligations
arising therefrom. The Fund further agrees that neither the
Purchaser, nor any of its affiliates, or any directors, officers,
partners, employees, agents, representatives or control persons of
the Purchaser or any of its affiliates, shall have any liability to
the Fund arising out of or in connection with the proposed
transactions giving rise to or contemplated by this Agreement
except for such liability for losses, claims, damages, liabilities
or expenses to the extent they have resulted from the
Purchaser’s or its affiliates’ gross negligence or
willful misconduct. No Indemnified Person shall be responsible or
liable to the indemnifying party or any other person for
consequential, special or punitive damages which may be alleged as
a result of this Agreement.
(e)
Nothing
in this Section 7.3 is intended to limit either party’s
obligations contained in other parts of this Agreement or the
Series 1 VRDP Shares.
7.4
Amendments and Waivers
Any
provision of this Agreement may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by the
Fund and the Purchaser.
7.5
Successors and Assigns
The
provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns. Neither the Fund nor the Purchaser may assign or otherwise
transfer any of its rights or obligations under this Agreement
without the prior written consent of the other party (other than by
operation of law), except that (1) any transferee satisfying
the requirements set forth in Section 2.1 and which has
executed and delivered to the Fund the transferee certificate
attached as Exhibit C shall have the rights set forth in
Section 7.15 and shall, so long as such transferee has
provided a means for the Fund to transmit such information
electronically to it, be entitled to receive the information
delivered pursuant to Sections 6.1(o) and 6.1(p) and such
transferees shall be deemed a party to this Agreement for purposes
of Sections 6.1(o) and 6.1(p) and the confidentiality
provisions herein as specified in the transferee certificate,
provided that, for the avoidance of doubt, any such transferee that
is an affiliate of the Purchaser and an assignee of the Purchaser
pursuant to clause (2) below and that has executed and delivered to
the Fund the transferee certificate attached as Exhibit C
shall have and be entitled to, as applicable, all of the rights and
obligations of the Purchaser hereunder and (2) the Purchaser
may assign its rights and obligations to any affiliates of the
Purchaser or any tender option bond trust in which the Purchaser
retains the entire residual interest. Any assignment without such
prior written consent shall be void.
7.6
Term of this Agreement
This
Agreement shall terminate on the earlier of (a) the redemption
or repurchase of all Outstanding Series 1 VRDP Shares by the
Fund and payment in full of all amounts then due and owing to the
Purchaser hereunder and in respect of the Series 1 VRDP Shares
pursuant to the terms of the Notice and the Statement to the extent
applicable to the Special Rate Period to which this Agreement
relates and (b) the successful Transition Remarketing of the
Series 1 VRDP Shares (other than in a Retention Transition)
and payment in full of all amounts then due and owing to the
Purchaser hereunder and in respect of the Series 1 VRDP Shares
pursuant to the terms of the Notice and the Statement to the extent
applicable to the Special Rate Period to which this Agreement
relates; and notwithstanding any termination of this Agreement,
Section 7.3, Section 7.7, Section 7.8,
Section 7.10, Section 7.11, and Section 7.13 (for a
period of two (2) years after the termination of this
Agreement) shall remain in full force and effect.
This
Agreement shall be construed in accordance with and governed by the
domestic law of the State of New York, except Section 7.16
below, which shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts, in each case without
regard to conflict of laws principles that would require the
application of the law of another jurisdiction.
THE
PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF
THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW
YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AGREEMENT OR
ANY MATTERS CONTEMPLATED HEREBY.
The
Fund and the Purchaser hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in
any way connected with this Agreement.
This
Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. Any counterpart or other
signature delivered by facsimile or by electronic mail shall be
deemed for all purposes as being a good and valid execution and
delivery of this Agreement by that party.
This
Agreement is not intended and shall not be construed to confer upon
any Person other than the parties hereto and their successors and
permitted assigns any rights or remedies hereunder.
This
Agreement shall constitute the entire agreement and understanding
between the parties hereto with respect to the matters set forth
herein and shall supersede any and all prior agreements and
understandings relating to the subject matter hereof.
7.12
Relationship to the Statement and Notice
The
Fund and the Purchaser agree that the representations, warranties,
covenants and agreements contained in this Agreement are in
addition to the terms and provisions set forth in the Statement and
the Notice.
Any
information delivered by a party to this Agreement to any other
party pursuant to this Agreement, including, without limitation,
pursuant to Section 6.1 in the case of the Fund (collectively,
the “Information”), shall not be
disclosed by such other party (or its employees, representatives or
agents) to any person or entity (except as required by law or to
such of its agents and advisors as need to know and agree to be
bound by the provisions of this paragraph) without the prior
written consent of the party delivering the
Information.
The
obligations of confidentiality set out in the preceding paragraph
do not extend to Information that is or becomes available to the
public or is or becomes available to the party receiving the
Information on a non-confidential basis or is disclosed to Holders
or Designated Owners or potential Holders or Designated Owners, in
each case in their capacity as such, in the offering documents of
the Fund, in notices to Holders or Designated Owners pursuant to
one or more of the Related Documents or pursuant to the
Fund’s or the Purchaser’s informational obligations
under Rule 144A(d)(4) or other reporting obligation of the
SEC; or is required or requested to be disclosed (i) by a
regulatory agency or in connection with an examination of either
party or its representatives by regulatory authorities,
(ii) pursuant to subpoena or other court process,
(iii) at the express direction of any other authorized
government agency, (iv) to its independent attorneys or
auditors, (v) as required by any NRSRO, (vi) as otherwise
required by law or regulation, (vii) otherwise in connection
with the enforcement of this Agreement, (viii) in connection
with the exercise of any remedies hereunder or in any suit, action
or proceeding relating to this Agreement and the enforcement of
rights hereunder, (ix) to a prospective purchaser of the
Series 1 VRDP Shares that is (a) a transferee that would
be permitted pursuant to Section 2.1(b) of this Agreement and
(b) aware of the confidentiality provisions of this
Section 7.13 and is subject to an agreement with the
transferor containing provisions substantially similar thereto and
that states that the Fund is an express third party beneficiary
thereof, or (x) subject to an agreement containing provisions
substantially similar to those of this Section 7.13 and with
the prior written consent of the other party to this Agreement,
which consent shall not be unreasonably withheld, to any actual or
prospective counterparty in any swap or derivative transactions.
The Fund hereby advises the Purchaser that the Information provided
to it pursuant to Sections 6.1(o) and 6.1(p) hereof may
constitute material, nonpublic information. In addition,
notwithstanding the foregoing, the Purchaser may provide a copy of
the Remarketing Memorandum to any independent third-party pricing
service providing pricing services for the Purchaser in respect of
the Series 1 VRDP Shares.
In case
any provision of this Agreement shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby so long as the intent of the Parties to this Agreement
shall be preserved.
7.15
Consent Rights of the Majority Participants to Certain
Actions
Without
the affirmative vote or consent of the Majority Participants,
neither the Fund nor the Board of Trustees will take or authorize
the taking of any of the actions set forth under clauses (a)
through (e) of this Section 7.15:
(a)
The
termination by the Fund of any Rating Agency or the selection of
any other Rating Agency, either in replacement for a Rating Agency
or as an additional Rating Agency with respect to the Series 1
VRDP Shares.
(b)
The Fund issuing or suffering to exist any other
“senior security” (as defined in the 1940 Act as of the
date hereof or, in the event such definition shall be amended, with
such changes to the definition thereof as consented to by the
Majority Participants), except (i) senior securities
consisting of Preferred Shares or indebtedness, the proceeds from
the issuance of which will be used for the retirement, redemption
or repurchase of all Outstanding Series 1 VRDP Shares, and the
payment of costs incurred in connection therewith,
or senior
securities consisting of Preferred Shares, which, or the proceeds
from the issuance of which, will be used only for the exchange (for
Preferred Shares other than Series 1 VRDP Shares), redemption,
repayment or repurchase of any outstanding senior securities,
including Preferred Shares, and the payment of costs incurred in
connection therewith, provided,
in each case, that the amount of Preferred Shares being issued may
be rounded up to the nearest $1,000,000 aggregate liquidation
preference, and (ii) as may be otherwise approved or consented
to by the Majority Participants, provided
that if any such “senior
security” is created or incurred by the Fund it shall not
require the approval of the Majority Participants if the Fund
redeems, retires or terminates such “senior security”
or otherwise cures such non-compliance within five
(5) Business Days of receiving notice of the existence
thereof.
(c)
The
Fund creating or incurring or suffering to be incurred or to exist
any lien on any other funds, accounts or other property held under
the Declaration, except as permitted by the
Declaration.
(d)
Approval
of any amendment, alteration or repeal of any provision of the
Declaration or the Statement applicable to the Special Rate Period
to which this Agreement relates or the Notice, whether by merger,
consolidation, reorganization or otherwise, that would affect any
preference, right or power of the Series 1 VRDP Shares
differently from, and adversely relative to, the rights of the
holders of the Common Shares.
(e)
Approval
of any action to be taken pursuant to Sections 2.4(g) or 2.13
of the Notice.
In
addition, if the Board of Trustees shall designate a replacement
(the “Replacement”) to One-month LIBOR
pursuant to the definition of One-month LIBOR contained in the
Notice, the Fund shall notify the Holders of the Series 1 VRDP
Shares within five (5) Business Days of such designation, and,
if within thirty (30) days of such notice the Majority
Participants shall have objected in writing to the Replacement, the
Board of Trustees shall designate a replacement to the Replacement
as agreed to between the Fund and the Majority Participants. In
such event, the Replacement initially approved by the Board of
Trustees shall be the replacement to One-month LIBOR in effect for
purposes of the Notice until a new replacement to One-month LIBOR
has been approved by the Fund and the Majority
Participants.
7.16
Disclaimer of Liability of Officers, Trustees and
Shareholders.
A copy
of the Declaration of Trust of the Fund is on file with the
Secretary of the Commonwealth of Massachusetts, and notice hereby
is given that this Agreement is executed on behalf of the Fund by
an officer or Trustee of the Fund in his or her capacity as an
officer or Trustee of the Fund and not individually and that the
obligations of the Fund under or arising out of this Agreement are
not binding upon any of the Trustees, officers or shareholders
individually but are binding only upon the assets and properties of
the Fund.
7.17
Transition Remarketing
(a)
The
Purchaser acknowledges that all of the Series 1 VRDP Shares
will be subject to Mandatory Tender in connection with Transition
Remarketing in accordance with Article 3 of the
Notice.
(b)
For so long as the Purchaser is the Designated
Owner of 100% of the Outstanding Series 1 VRDP Shares, on any
Business Day following the date of this Agreement, the Purchaser
may instruct the Fund by notice in writing to accelerate the
expiration date of the 2017 Special Rate Period to the
“Accelerated Expiration
Date,” which shall be a
Wednesday that is a Business Day not less than 180 calendar days
following the Business Day on which the Fund shall have received
from the Purchaser (i) such notice stating that the Purchaser is
the Designated Owner of 100% of the Outstanding Series 1 VRDP
Shares and specifying the Accelerated Expiration Date and (ii)
payment in an amount equal to 0.50% of the aggregate Liquidation
Preference of the Outstanding Series 1 VRDP Shares. Such Business
Day on which such conditions are satisfied is referred to in this
Agreement and the Notice as the “Accelerated Transition Notice
Date.” As provided in the
Notice, subject to satisfaction of the foregoing conditions, the
Fund shall use its reasonable best efforts to establish a
Subsequent Rate Period to succeed the 2017 Special Rate Period
commencing not later than the first Business Day following the
Accelerated Expiration Date. Such first Business Day following the
Accelerated Expiration Date is referred to in this Agreement and
the Notice as the “Transition
Date.” Also as provided
in the Notice, in the event that either (i) the Transition Notice
required by Section 3.3(e) of the Notice states that the Transition
Remarketing Agent was unable to successfully remarket all of the
Series 1 VRDP Shares to be purchased on the Transition Date or (ii)
the remarketing proceeds for any tendered Series 1 VRDP Shares are
not received for any reason by the Tender and Paying Agent by 2:45
p.m., New York City time, on the Transition Date or the Fund has
otherwise been unsuccessful in establishing a Subsequent Rate
Period (in each of which cases the related Series 1 VRDP Shares
will be treated as not having been successfully remarketed), a
“Failed Transition
Event” shall be deemed to
have occurred. If a Failed Transition Event shall have occurred and
is continuing as of the Transition Date immediately following the
Accelerated Expiration Date, the Subsequent Rate Period, if any,
designated by the relevant Notice of Subsequent Rate Period
pursuant to Sections 3.1 and 3.3 of the Notice shall not be
established. Pursuant to Section 3.3(c) thereof, all tendered
Series 1 VRDP Shares, if any, shall be returned to the relevant
tendering Holders by the Tender and Paying Agent, and all of the
then Outstanding Series 1 VRDP Shares shall be redeemed by the Fund
on the Failed Transition Redemption Date in accordance with Section
2.4(a) of the Notice
[The
remainder of this page has been intentionally left
blank.]
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above
written.
NUVEEN
VIRGINIA QUALITY MUNICIPAL INCOME FUND
By:
/s/ Kevin J. McCarthy
Title:
Vice President and Assistant Secretary
TORONTO-DOMINION
INVESTMENTS, INC.
SCHEDULE 1
Description of
Series 1 VRDP Shares:
1,280 Nuveen
Virginia Quality Municipal Income Fund Series 1 VRDP Shares
with a Liquidation Preference of $100,000 per share.
EXHIBIT A
FORMS OF OPINIONS
OF COUNSEL FOR THE ISSUER
EXHIBIT A-1
FORM OF CORPORATE
AND 1940 ACT OPINION
EXHIBIT A-2
FORM OF TAX
OPINION
EXHIBIT A-3
FORM OF LOCAL
COUNSEL OPINION
EXHIBIT A-4
FORM OF OPINION OF
COUNSEL FOR THE TENDER AND PAYING AGENT
EXHIBIT B
ELIGIBLE
ASSETS
On the
Effective Date and at all times thereafter:
1.
All assets in the
Fund consist of “Eligible Assets”, defined to consist
only of the following as of the time of investment:
i. “Municipal
securities,” defined as obligations of a State, the District
of Columbia, a U.S. territory, or a political subdivision
thereof and including general obligations, limited obligation
bonds, revenue bonds, and obligations that satisfy the requirements
of section 142(b)(1) of the Internal Revenue Code of 1986 issued by
or on behalf of any State, the District of Columbia, any
U.S. territory or any political subdivision thereof, including
any municipal corporate instrumentality of one or more States, or
any public agency or authority of any State, the District of
Columbia, any U.S. territory or any political subdivision
thereof, including, for example, where otherwise consistent with
the securities described in this paragraph, securities financing a
501(c)(3) organization. The purchase of any municipal security will
be based upon the Investment Adviser’s assessment of an
asset’s relative value in terms of current yield, price,
credit quality, and future prospects; and the Investment Adviser
will monitor the creditworthiness of the Fund’s portfolio
investments and analyze economic, political and demographic trends
affecting the markets for such assets.
Eligible Assets
shall include any municipal securities that at the time of purchase
are paying scheduled principal and interest or if at the time of
purchase are in payment default, then in the sole judgment of the
Investment Adviser are expected to produce payments of principal
and interest whose present value exceeds the purchase
price.
ii.
Debt obligations of
the United States.
iii. Debt
obligations issued, insured, or guaranteed by a department or an
agency of the U.S. Government, if the obligation, insurance,
or guarantee commits the full faith and credit of the United States
for the repayment of the obligation.
iv. Debt
obligations of the Washington Metropolitan Area Transit Authority
guaranteed by the Secretary of Transportation under Section 9
of the National Capital Transportation Act of 1969.
v. Debt
obligations of the Federal Home Loan Banks.
vi. Debt
obligations, participations or other instruments of or issued by
the Federal National Mortgage Association or the Government
National Mortgage Association.
vii. Debt
obligations which are or ever have been sold by the Federal Home
Loan Mortgage Corporation pursuant to sections 305 or 306 of the
Federal Home Loan Mortgage Corporation Act.
viii. Debt
obligations of any agency named in 12 U.S.C.
§ 24(Seventh) as eligible to issue obligations that a
national bank may underwrite, deal in, purchase and sell for the
bank’s own account, including qualified Canadian government
obligations.
ix. Debt
obligations of issuers other than those specified in
(i) through (viii) above where the Fund and its
advisers have reasonably determined that the issuer of the security
has an adequate capacity to meet financial commitments under the
security for the projected life of the asset or exposure. An issuer
has an adequate capacity to meet financial commitments if the risk
of default by the obligor is low and the full and timely repayment
of principal and interest is expected. In addition, such debt
obligations must be rated in one of the three highest
rating categories by two or more NRSROs, or by one NRSRO if the
security has been rated by only one NRSRO, or otherwise of
equivalent quality based on the Fund’s internal credit due
diligence, and must be “marketable.” For these
purposes, an obligation is “marketable”
if:
●
it is registered
under the Securities Act;
●
is
a municipal revenue bond exempt from registration under the
Securities Act of 1933, 15 U.S.C. 77c(a)(2);
●
it is offered and
sold pursuant to Securities and Exchange Commission Rule 144A;
17 CFR 230.144A; or
●
it can be sold with
reasonable promptness at a price that corresponds reasonably to its
fair value.
x. Certificates
or other securities evidencing ownership interests in a municipal
bond trust structure (generally referred to as a tender option bond
structure) that invests in (a) debt obligations of the types
described in (i) above or (b) depository receipts reflecting
ownership interests in accounts holding debt obligations of the
types described in (i) above.
An
asset shall not lose its status as an Eligible Asset solely by
virtue of the fact that:
●
it provides for
repayment of principal and interest in any form including fixed and
floating rate, zero interest, capital appreciation, discount,
leases, and payment in kind; or
●
it is for long-term
or short-term financing purposes.
i.
Interest rate
derivatives held for hedging purposes;
ii.
Swaps, futures,
forwards, structured notes, options and swaptions related to
Eligible Assets or on an index related to Eligible Assets;
or
iii.
Credit default
swaps held for hedging purposes.
iv. The Fund
will not invest, trade or underwrite any equity-related derivatives
or commodity-related derivatives.
i.
Shares of other
investment companies (open- or closed-end funds and ETFs) the
assets of which consist entirely of Eligible Assets based on the
Investment Adviser’s assessment of the assets of each such
investment company taking into account the investment
company’s most recent publicly available schedule of
investments and publicly disclosed investment
policies.
iii.
Repurchase
agreements on assets described in A above.
iv.
Taxable
fixed-income securities of any issuer for the purpose of acquiring
control of an issuer of tax-exempt municipal securities then held
by the Fund, if the taxable fixed-income security is marketable and
if the Fund and its Investment Adviser determine that, on the basis
of estimates that the Fund and its Investment Adviser reasonably
believe are reliable, the obligor will be able to satisfy its
obligations under such taxable fixed-income security; provided that (i) the taxable-fixed income
securities are not in default of any payment of interest or
principal and (ii) no more than 0.5% of the Fund’s total
assets are invested in all such taxable fixed-income
securities.
D.
Other assets, upon
written agreement of the Purchaser that such assets are eligible
for purchase by the Purchaser.
2.
The Investment
Adviser has instituted policies and procedures that it believes are
sufficient to ensure that the Fund and it comply with the
representations, warranties and covenants contained in this Exhibit
to the Agreement.
3.
The Fund will, upon
request, provide the Purchaser and its internal and external
auditors and inspectors as the Purchaser may from time to time
designate, with all reasonable assistance and access to information
and records of the Fund relevant to the Fund’s compliance
with and performance of the representations, warranties and
covenants contained in this Exhibit to the Agreement, but only for
the purposes of internal and external audit.
4.
In the event that
any of the foregoing cease to be eligible investments for purposes
of 12 U.S.C. 24(7) and 12 C.F.R. Part 1
(“National Bank
Law”), as and to the extent permitted by National Bank
Law, following written notice to the Fund from the Purchaser:
(a) the Fund and the Purchaser shall promptly consult with
each other to amend this Exhibit to address the changes in National
Bank Law, during which time, commencing promptly following receipt
of such notice, the Fund shall no longer purchase any securities
that are no longer eligible investments under such National Bank
Law as specified in such notice; and (b) the Fund shall use
its reasonable efforts to bring the Fund’s existing
investments in any securities, if any, that no longer are Eligible
Assets into conformity with Eligible Assets, as that term is
modified by such notice and is then in effect, consistent with the
Fund’s investment objectives, policies and the Fund’s
or the Fund’s Investment Adviser’s determination of the
best interests of the Fund and its shareholders.
EXHIBIT C
TRANSFEREE
CERTIFICATE
Nuveen
Virginia Quality Municipal Income Fund
333 W.
Wacker Drive; Suite 3300
Chicago,
IL 60606
Attention:
Gifford R. Zimmerman,
Legal
Department
Ladies
and Gentlemen:
Reference is hereby
made to the Series 1 VRDP Remarketing Purchase Agreement (the
“Purchase Agreement”), dated as of January 26, 2017,
between Nuveen Virginia Quality Municipal Income Fund, a closed-end
fund organized as a Massachusetts business trust (the
“Fund”), and Toronto-Dominion Investments, Inc. (the
“Transferor”). Capitalized terms used but not defined
herein shall have the meanings given them in the Purchase
Agreement.
In
connection with the proposed sale by the Transferor of
__________________ Series 1 VRDP Shares (the
“Transferred Shares”) to the undersigned transferee
(the “Transferee”), the undersigned agrees and
acknowledges, on its own behalf, and makes the representations and
warranties, on its own behalf, as set forth in this certificate
(this “Transferee Certificate”) to the Fund and the
Transferor:
1. The
Transferee certifies to one of the following (check a
box):
❑ is
a “qualified institutional
buyer” (a “QIB”) (as defined in
Rule 144A under the Securities Act or any successor provision)
(“Rule 144A”) that is a registered closed-end
management investment company the common shares of which are traded
on a national securities exchange (a “Closed End
Fund”), a bank (or an affiliate of a bank), insurance company
or registered open-end management investment company, in each case,
to which any offer and sale is being made pursuant to
Rule 144A or another available exemption from registration
under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), in a manner not involving any public
offering within the meaning of Section 4(a)(2) of the
Securities Act;
❑ it
is a tender option bond trust in which all investors are QIBs that
are Closed-End Funds, banks (or affiliates of banks), insurance
companies, or registered open-end management investment companies;
or
❑ is
a person which the Fund has consented in writing to permit to be
the holder of the Transferred Shares.
2. The
Transferee certifies that it (check a box):
❑ is
not a Nuveen Person that after such sale and transfer, would own
more than 20% of the Outstanding Series 1 VRDP Shares;
or
❑ has
received the prior written consent of the Fund and the holder(s) of
more than 50% of the outstanding Series 1 VRDP
Shares.
3. The
Transferee certifies that it (check a box):
☐
is not a natural person and seeks to pay dividends (or make other
distributions or allocations of income) that are exempt from
Virginia income tax; or
☐
is not the above.
4. The
Transferee understands and acknowledges that the Transferred Shares
are “restricted securities” and have not been
registered under the Securities Act or any other applicable
securities law, are being offered for sale pursuant to
Rule 144A of the Securities Act or another available exemption
from registration under the Securities Act, in a manner not
involving any public offering with the meaning of
Section 4(a)(2) of the Securities Act, and may not be offered,
sold or otherwise transferred except in compliance with the
registration requirements of the Securities Act or any other
applicable securities law, pursuant to an exemption therefrom or in
a transaction not subject thereto and in each case in compliance
with the conditions for transfer set forth in this Transferee
Certificate.
5. The
Transferee is purchasing the Transferred Shares for its own account
for investment, and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the
Securities Act, subject to any requirements of law that the
disposition of its property be at all times within its or their
control and subject to its or their ability to resell such
securities pursuant to Rule 144A or any exemption from
registration available under the Securities Act.
6. The
Transferee agrees on its own behalf and agrees to cause any
subsequent holder or owner of the Transferred Shares to whom it
transfers any Transferred Shares to agree to offer, sell or
otherwise transfer the Transferred Shares only to (A)(i) Persons it
reasonably believes are QIBs that are registered closed-end
management investment companies, the common shares of which are
traded on a national securities exchange, banks (or affiliates of
banks), insurance companies or registered open-end management
investment companies, in each case, pursuant to Rule 144A or
another available exemption from registration under the Securities
Act, in a manner not involving any public offering within the
meaning of Section 4(a)(2) of the Securities Act,
(ii) tender option bond trusts in which all investors
are Persons such
Transferee reasonably believes are QIBS that are registered
closed-end management investment companies, the common shares of
which are traded on a national securities exchange, banks (or
affiliates of banks), insurance companies, or registered open-end
management investment companies, or (iii) other investors
which the Fund has consented in writing to permit to be a holder of
the Transferred Shares and (B) unless the prior written
consent of the Fund and the holder(s) of more than 50% of the
outstanding Series 1 VRDP Shares has been obtained, is not a
Nuveen Person, if such Nuveen Person would, after such sale and
transfer, own more than 20% of the Outstanding Series 1 VRDP
Shares.
7. The
Transferee acknowledges that the Series 1 VRDP Shares were
issued in book-entry form and are represented by one global
certificate and that the global certificate representing the
Series 1 VRDP Shares (unless sold to the public in an
underwritten offering of the Series 1 VRDP Shares pursuant to
a registration statement filed under the Securities Act) contains a
legend substantially to the following effect:
THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY TO (1)(A) A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” THAT IS A REGISTERED CLOSED-END
MANAGEMENT INVESTMENT COMPANY, THE COMMON SHARES OF WHICH ARE
TRADED ON A NATIONAL SECURITIES EXCHANGE, A BANK (OR AN AFFILIATE
OF A BANK), AN INSURANCE COMPANY OR A REGISTERED OPEN-END
MANAGEMENT INVESTMENT COMPANY, IN EACH CASE, IN AN OFFER AND SALE
MADE PURSUANT TO RULE 144A OR ANOTHER AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, IN A MANNER NOT INVOLVING
ANY PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(a)(2) OF THE
SECURITIES ACT; (B) A TENDER OPTION BOND TRUST IN WHICH ALL
INVESTORS ARE PERSONS THE HOLDER REASONABLY BELIEVES ARE QUALIFIED
INSTITUTIONAL BUYERS THAT ARE REGISTERED CLOSED-END MANAGEMENT
INVESTMENT COMPANIES, THE COMMON SHARES OF WHICH ARE TRADED ON A
NATIONAL SECURITIES EXCHANGE, BANKS (OR AFFILIATES OF BANKS),
INSURANCE COMPANIES, OR REGISTERED OPEN-END MANAGEMENT INVESTMENT
COMPANIES; OR (C) A PERSON THAT THE ISSUER OF THE SECURITY HAS
APPROVED IN WRITING TO BE THE HOLDER OF THE SECURITY AND
(2) UNLESS THE PRIOR WRITTEN CONSENT OF THE ISSUER OF THE
SECURITY AND HOLDERS OF MORE THAN 50% OF THE OUTSTANDING SERIES 1
VRDP SHARES IS OBTAINED, NOT A NUVEEN PERSON (AS DEFINED IN THE
SERIES 1 VARIABLE RATE DEMAND PREFERRED SHARES
(VRDP) REMARKETING PURCHASE AGREEMENT, DATED AS OF JANUARY 26,
2017, BETWEEN THE ISSUER OF THE SECURITY AND TORONTO-DOMINION
INVESTMENTS, INC.), IF SUCH NUVEEN PERSON WOULD, AFTER SUCH SALE
AND TRANSFER, OWN MORE THAN 20% OF THE OUTSTANDING SERIES 1 VRDP
SHARES.
8. The
Transferee has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the
Transferred Shares, and has so evaluated the merits and risks of
such investment. The Transferee is able to bear the economic risk
of an investment in the Transferred Shares and, at the present
time, is able to afford a complete loss of such
investment.
9. The
Transferee is not purchasing the Transferred Shares as a result of
any advertisement, article, notice or other communication regarding
the Transferred Shares published in, nor was it offered the
Transferred Shares by, any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or,
to its knowledge, any other general solicitation or general
advertisement.
10. Other
than consummating the purchase of the Transferred Shares, the
Transferee has not directly or indirectly, nor has any person
acting on behalf of or pursuant to any understanding with the
Transferee, executed any other purchases of securities of the Fund
which may be integrated with the proposed purchase of the
Transferred Shares by the Transferee.
11. The
Transferee acknowledges that it has received a copy of the Purchase
Agreement and Appendices thereto and agrees to abide by any
obligations therein binding on a transferee of the Series 1
VRDP Shares and the confidentiality obligations therein with
respect to information relating to the Fund as if it were the
Transferor. The Transferee further acknowledges that the
Series 1 VRDP Shares will be subject to Mandatory Tender in
connection with Transition Remarketing in accordance with
Article 3 of the Notice, and agrees to cooperate to make any
and all Series 1 VRDP Shares then owned by it available on a
timely basis for Transition Remarketing.
12. If
at any time the Fund is not furnishing information to the
Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as
amended, the Transferee acknowledges that it has been given the
opportunity to obtain from the Fund the information referred to in
Rule 144A(d)(4) under the Securities Act, and has either
declined such opportunity or has received such information and has
had access to and has reviewed all information, documents and
records that it has deemed necessary in order to make an informed
investment decision with respect to an investment in the
Transferred Shares and that the Transferee understands the risk and
other considerations relating to such investment.
13. The
Transferee acknowledges that it has sole responsibility for its own
due diligence investigation and its own investment decision
relating to the Transferred Shares. The Transferee understands that
any materials presented to the Transferee in connection with the
purchase and sale of the Transferred Shares does not constitute
legal, tax or investment advice from the Fund. The Transferee has
consulted such legal, tax and investment advisors as it, in its
sole discretion, has deemed necessary or appropriate in connection
with the purchase of the Transferred Shares.
14. The
Transferee acknowledges that each of Transferor and the Fund and
their respective affiliates and others will rely on the
acknowledgments, representations and warranties contained in this
Transferee’s Certificate as a basis for exemption of the sale
of the Transferred Shares under the Securities Act, under the
securities laws of all applicable states, and for other purposes.
The Transferee agrees to promptly notify the Fund and the
Transferor if any of the acknowledgments, representations or
warranties set forth herein are no longer accurate.
15. This
Transferee Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
16. The
Transferee acknowledges and agrees that the Series 1 VRDP
Shares do not have the benefit of a demand feature pursuant to any
Purchase Obligation.
17. The
Transferee agrees to provide, together with this completed and
signed Transferee Certificate, a completed and signed IRS
Form W-9, Form W-8 or successor or equivalent form, as
applicable.
[Signature
Page Follows.]
The
undersigned has provided a completed and signed IRS Form W-9,
Form W-8 or successor form, as applicable, and has caused this
Transferee’s Certificate to be executed by its duly
authorized representative as of the date set forth
below.
|
|
Name of Transferee
(use exact name in which Transferred
Shares are to be
registered):
_______________________________________
_______________________________________
Authorized
Signature
_______________________________________
Print
Name and Title
Address
of Transferee for Registration of Transferred Shares:
_______________________________________
_______________________________________
_______________________________________
Transferee’s
taxpayer identification number:
_______________________________________
|
EXHIBIT D
INFORMATION TO BE
PROVIDED BY THE FUND
Reporting
as of:
|
CUSIP
|
PortfolioName
|
Description
|
MarketValue
|
Par Value
|
Rating
|
State
|
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
[●]
|
EXHIBIT E
WITHHOLDING
DOCUMENTS
|
Party required to deliver document
|
Form/Document/Certificate
|
Date by which to be delivered
|
|
|
|
|
|
Purchaser
|
An
executed United States Internal Revenue Service Form W-9 (or
any successor thereto).
|
(i) On
the date of effectiveness of this Agreement, (ii) promptly
upon reasonable demand by the Fund and (iii) promptly upon
learning that any such form previously provided by Purchaser has
become obsolete or incorrect.
|
ANNEX
A
ADDITIONAL REPRESENTATIONS AND WARRANTIES
(Given only as of the Effective Time of this
Agreement)
1.
The Series 1
VRDP Shares conform in all material respects to the descriptions
thereof contained in the Remarketing Memorandum.
2.
As of the Date of
Original Issue, the Series 1 VRDP Shares satisfied the
eligibility requirements of Rule 144A(d)(3) under the
Securities Act, and no securities of the same class (within the
meaning of Rule 144A(d)(3) under the Securities Act) as the
Series 1 VRDP Shares are listed on any national securities
exchange registered under Section 6 of the Exchange Act or
quoted in a U.S. automated inter-dealer quotation
system.
3.
The Fund has
reasonable belief that any transfers of the Series 1 VRDP
Shares will be limited to persons who are QIBs.
4.
Neither the Fund,
nor any person acting on its behalf, has, directly or indirectly,
made offers or sales of any security (as defined in the Securities
Act), or solicited offers to buy any security, nor will it,
directly or indirectly, make offers or sales of any security or
solicit offers to buy any security under circumstances that would
require the registration of the Series 1 VRDP Shares under the
Securities Act.
5.
The Fund has
ensured or will ensure that any Bloomberg screen containing
information about the Series 1 VRDP Shares includes the
following (or similar) language:
●
the “Note
Box” on the bottom of the “Security Display” page
describing the Series 1 VRDP Shares will state:
“Iss’d Under 144A.”
●
the “Security
Display” page will have flashing a red indicator “See
Other Available Information.”
●
the indicator will
link to the “Additional Security Information” page,
which will state that the securities “are being offered in
reliance on the exemption from registration under Rule 144A of
the Securities Act to persons who are qualified institutional
buyers (as defined in Rule 144A under the Securities
Act).”
6.
The Fund has
instructed or will instruct The Depository Trust Company
(“DTC”) to take these or similar steps with respect to
the Series 1 VRDP Shares:
●
the DTC
20-character security descriptor and 48-character additional
descriptor will indicate that sales are limited to
QIBs.
7.
The Fund has
confirmed that CUSIP has established a “fixed field”
attached to the CUSIP number for the Series 1 VRDP Shares
containing the “144A” indicator.
8.
The Fund has been
duly formed and is validly existing and in good standing as a
business trust under the laws of the Commonwealth of Massachusetts,
with full power and authority to own, lease and operate its
properties and to conduct its business as described in the
Remarketing Memorandum and is duly qualified to do business and is
in good standing under the laws of each jurisdiction which requires
such qualification, except where the failure to so register or to
qualify does not have a material adverse effect on the condition
(financial or other), business, properties, net assets or results
of operations of the Fund. The Fund has no
subsidiaries.
9.
The Fund’s
authorized equity capitalization is as set forth, or incorporated
by reference, in the Remarketing Memorandum; the equity capital of
the Fund conforms in all material respects to the description
thereof contained, or incorporated by reference, in the Remarketing
Memorandum; all outstanding Common Shares and Preferred Shares have
been duly authorized and validly issued and are fully paid and
nonassessable, except that as set forth in the Remarketing
Memorandum, shareholders of a Massachusetts business trust may
under certain circumstances be held personally liable for the
obligations of the Fund; and, except as set forth in the
Remarketing Memorandum, no options, warrants or other rights to
purchase, agreements or other obligations to issue, or rights to
convert any obligations into or exchange any securities for, shares
of capital stock of or ownership interests in the Fund are
outstanding.
10.
The statements in
the Remarketing Memorandum under the headings “Description of
Series 1 VRDP Shares,” “Remarketing,”
“Certain Provisions in the Declaration of Trust and
By-Laws” and “Certain Income Tax Considerations”
insofar as such statements summarize legal matters, agreements,
documents or proceedings discussed therein, are accurate and fair
summaries of such legal matters, agreements, documents or
proceedings.
11.
The Fund is duly
registered under the 1940 Act as a closed-end management investment
company; the Fund has made all the filings with the SEC that it is
required to make under the 1940 Act and the rules and regulations
thereunder (the “1940 Act Rules and Regulations”) (each
such filing, a “1940 Act Document”); each 1940 Act
Document complies in all material respects with the requirements of
the 1940 Act and the 1940 Act Rules and Regulations, and each 1940
Act Document did not at the time of filing with the SEC include an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading.
12.
No consent,
approval, authorization, filing with or order of any court or
governmental agency or body is required by the Fund in connection
with the transactions contemplated in this Agreement, the Tender
and Paying Agent Agreement and the Remarketing Agreement
(collectively, the “Fund Agreements”), except such as
have been made or obtained under the Securities Act, the 1940 Act,
the rules and regulations of the Financial Industry Regulatory
Authority, Inc. and the New York Stock Exchange.
13.
None of the
execution, delivery or performance of any of the Fund Agreements,
nor the consummation of the transactions herein or therein
contemplated, nor the fulfillment of the terms hereof or thereof,
conflict with, result in a breach or violation of, or require or
result in imposition of any material lien, charge or encumbrance
upon any property or assets of the Fund pursuant to, (i) the
Declaration, the Statement and the Notice of the Fund, or
(ii) the terms of any material indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which
the Fund is a party or by which it is bound or to which its
property is subject, or materially violates or will materially
violate any material statute, law, rule, regulation, judgment,
order or decree applicable to the Fund of any court, regulatory
body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Fund or any of its
properties.
14.
No holders of the
Series 1 VRDP Shares have rights to the registration of such
VRDP Shares.
15.
The financial
statements, together with related schedules and notes, included or
incorporated by reference in the Remarketing Memorandum present
fairly, in all material respects, the financial condition and
results of operations of the Fund as of the dates and for the
periods indicated, comply as to form with the applicable accounting
requirements of the 1940 Act and have been prepared in conformity
with accounting principles generally accepted in the United States
applied on a consistent basis throughout the periods involved
(except as otherwise noted therein); and the other financial and
statistical information and data included in the Remarketing
Memorandum are accurately derived from such financial statements
and the books and records of the Fund.
16.
The Fund owns or
leases all such properties as are necessary to the conduct of its
operations as presently conducted.
17.
The Fund is not in
violation or default of any provision of its Declaration, the
Statement or the Notice, or in material violation of (i) the
terms of any material indenture, contract, lease, mortgage, deed of
trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which it is a
party or bound or to which its property is subject or (ii) any
material statute, law, rule, regulation, judgment, order or decree
of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the
Fund or any of its properties.
18.
Since the date as
of which information is given in the Remarketing Memorandum, except
as otherwise stated therein, (i) no transaction or event has
occurred and no change has occurred in the condition (financial or
otherwise) or operations of the Fund that would materially and
adversely affect its ability to perform its obligations under this
Agreement and the other Related Documents to which it is a party or
by which it is bound and (ii) there have been no transactions
entered into by the Fund which are material to the Fund other than
those in the ordinary course of its business or as described or
contemplated in the Remarketing Memorandum (and any amendment or
supplement thereto).
19.
KPMG LLP, who have
audited the financial statements of the Fund and delivered their
report with respect to the audited financial statements included or
incorporated by reference in the Remarketing Memorandum, is an
independent registered public accounting firm with respect to the
Fund within the meaning of the 1940 Act and the 1940 Act Rules and
Regulations.
20.
The Fund’s
trustees and officers errors and omissions insurance policy and its
fidelity bond required by Rule 17g-1 of the 1940 Act Rules and
Regulations are in full force and effect; the Fund is in compliance
with the terms of such policy and fidelity bond in all material
respects; and there are no claims by the Fund under any such policy
or fidelity bond as to which any insurance company is denying
liability or defending under a reservation of rights clause; the
Fund has not been refused any insurance coverage sought or applied
for; and the Fund has no reason to believe that it will not be able
to renew its existing insurance coverage and fidelity bond as and
when such coverage and fidelity bond expires or to obtain similar
coverage and fidelity bond from similar insurers as maybe necessary
to continue its business at a cost that would not have a material
adverse effect on the condition (financial or otherwise), business
prospects, earnings, business, properties, net assets or results of
operations of the Fund (other than as a result of a change in the
financial markets generally), whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated in the Remarketing Memorandum (exclusive
of any supplement thereto).
21.
The Fund possesses
all licenses, certificates, permits and other authorizations issued
by the appropriate federal, state or foreign regulatory authorities
necessary to conduct its business, and the Fund has not received
any notice of proceedings relating to the revocation or
modification of any such license, certificate, permit or
authorization which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would have a material
adverse effect on the condition (financial or otherwise), business
prospects, earnings, business or properties of the Fund (other than
as a result of a change in the financial markets generally),
whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Remarketing
Memorandum.
22.
The Fund maintains
and will maintain a system of internal accounting controls
sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with
management’s general or specific authorization and with the
investment objectives, policies and restrictions of the Fund and
the applicable requirements of the 1940 Act, the 1940 Act Rules and
Regulations and the Code; (ii) transactions are recorded as
necessary to permit preparation of financial statements in
conformity with accounting principles generally accepted in the
United States, to calculate net asset value, to maintain
accountability for assets and to maintain material compliance with
the books and records requirements under the 1940 Act and the 1940
Act Rules and Regulations; (iii) access to assets is permitted
only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets
is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The
Fund employs “internal controls over financial
reporting” (as such term is defined in Rule 30a-3 under
the 1940 Act) and such internal controls over financial reporting
are effective as required the 1940 Act and the 1940 Act Rules and
Regulations. The Fund is not aware of any material weakness in its
internal controls over financial reporting.
23.
The Fund maintains
“disclosure controls and procedures” (as such term is
defined in Rule 30a-3 under the 1940 Act); such disclosure
controls and procedures are effective as required under the 1940
Act and the 1940 Act Rules and Regulations.
24.
The Fund has not
taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result
in a violation of federal securities laws or in stabilization or
manipulation of the price of any security of the Fund to facilitate
the resale of the Series 1 VRDP Shares, and the Fund is not
aware of any such action taken or to be taken by any affiliates of
the Fund.
25.
Each of the Amended
and Restated Master Custodian Agreement between the Fund and State
Street Bank and Trust Company dated as of February 25, 2005,
the Investment Management Agreement between the Fund and the
Investment Adviser dated as of October 1, 2014 (the
“Management Agreement”), the Investment Sub-Advisory
Agreement between the Investment Adviser and Nuveen Asset
Management, LLC, a Delaware limited liability company, dated as of
October 1, 2014 (the “Sub-Advisory Agreement”),
the Transfer Agency and Service Agreement between the Fund and
State Street Bank and Trust Company dated as of October 7,
2002 and the Fund Agreements complies in all material respects with
all applicable provisions of the 1940 Act, the 1940 Act Rules and
Regulations, the Investment Advisers Act of 1940, as amended (the
“Advisers Act”) and the rules and regulations
thereunder (the “Advisers Act Rules and Regulations”)
and the Fund’s trustees and the Fund’s shareholders
have approved the Management Agreement and Sub-Advisory Agreement
in accordance with Sections 15 (a) and (c), respectively, of
the 1940 Act.
26.
Except as set forth
or incorporated by reference in the Remarketing Memorandum, no
director of the Fund is an “interested person” (as
defined in the 1940 Act) of the Fund.
27.
The conduct by the
Fund of its business (as set forth or incorporated by reference in
the Remarketing Memorandum) does not require it to be the owner,
possessor or licensee of any patents, patent licenses, trademarks,
service marks or trade names which it does not own, possess or
license.
28.
The Fund has filed
all foreign, federal, state and local tax returns required to be
filed or has properly requested extensions thereof (except in any
case in which the failure so to file would not have a material
adverse effect on the condition (financial or otherwise), business
prospects, earnings, business or properties of the Fund (other than
as a result of a change in the financial markets generally),
whether or not arising from transactions in the ordinary course of
business, except as set forth or incorporated by reference in or
contemplated in the Remarketing Memorandum) and has paid all taxes
required to be paid by it and any other assessment, fine or penalty
levied against it, to the extent that any of the foregoing is due
and payable, except for any such assessment, fine or penalty that
is currently being contested in good faith or as would not have a
material adverse effect on the condition (financial or otherwise),
business prospects, earnings, business or properties of the Fund
(other than as a result of a change in the financial markets
generally), whether or not arising from transactions in the
ordinary course of business, except as set forth or incorporated by
reference in or contemplated in the Remarketing Memorandum; and the
Fund has been and is currently in compliance with the requirements
of Subchapter M of the Code to qualify as a regulated investment
company under the Code.
29.
There are no
transfer taxes or other similar fees or charges under federal law
or the laws of any state, or any political subdivision thereof,
required to be paid in connection with the execution and delivery
of this Agreement.
30.
There is and has
been no failure on the part of the Fund and any of the Fund’s
trustees or officers, in their capacities as such, to comply with
any provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith.
31.
The Fund has
adopted and implemented written policies and procedures reasonably
designed to prevent violation of the Federal Securities Laws (as
that term is defined in Rule 38a-1 under the 1940 Act) by the
Fund, including policies and procedures that provide oversight of
compliance by each investment adviser and transfer agent of the
Fund.